UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 2611, 2025

BOWEN ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-41741	N/~~A 00~~A00-0000000
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of Principal Executive Offices) (Zip Code)

(203) 998-5540

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	BOWNU	The Nasdaq Stock Market LLC

Ordinary Shares, par value $0.0001 per share	BOWN	The Nasdaq Stock Market LLC

Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination	BOWNR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws.

OnThe ~~June~~information ~~26,~~included ~~2025,~~in ~~Bowen~~Item Acquisition Corp, a Cayman Islands exempted company (the “Company”), entered into a second amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Reorganization, dated as of January 18, 2024 and amended on March 21, 2025 (“Merger Agreement”), by and among the Company, Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co5.07 ~~Ltd.,~~is ~~a company~~ incorporated in ~~the~~by ~~People’s~~reference Republic of China and a wholly owned subsidiary of NewCo (as defined below) (“Qianzhi”), and Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“NewCo”). As previously disclosed, the Merger Agreement contemplates that Merger Sub will merge with and into ~~NewCo,~~this ~~with~~item ~~NewCo~~to ~~being~~ the ~~surviving~~extent ~~company of the merger and becoming a wholly owned subsidiary of the Company~~required.

~~The~~Item ~~Amendment~~5.07. ~~extends~~Submission ~~the~~of ~~outside~~Matters ~~date~~to bya ~~which~~Vote ~~the~~of ~~parties~~Security ~~must consummate the Merger Agreement to December 14, 2025~~Holders.

~~The~~On ~~foregoing~~July ~~description~~11, of2025, Bowen Acquisition Corp (the ~~Amendment~~“Company”) isheld ~~qualified~~an inextraordinary ~~its~~general ~~entirety~~meeting (the “Meeting”) to approve, by ~~reference~~special resolution and pursuant to the ~~text~~terms of the ~~Amendment,~~Company’s aamended ~~copy~~and ofrestated ~~which~~memorandum isand ~~attached~~articles of association, as ~~Exhibit~~amended ~~2.1~~(the “Articles”), an amendment to ~~this~~the ~~Current~~Articles ~~Report~~to onallow ~~Form~~the ~~8-K~~board ~~and~~of isdirectors ~~incorporated~~of ~~herein~~the Company (the “Board”) to extend the date (the “Extension”) by ~~reference~~which the Company must consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”).

An aggregate of 2,189,734 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of June 11, 2025, were represented in person or by proxy at the Meeting.

The Company’s shareholders voted on the following proposal at the Meeting, which was approved:

(1)

Proposal No. 1 — The Extension Proposal — a proposal to amend the Company’s Articles to extend the date by which the Company has to consummate a business combination by up to three one-month increments, from July 14, 2025 to as late as December 14, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion. The following is a tabulation of the votes with respect to this proposal:

For			Against				Abstain				Broker Non-Votes
2,184,186				5,548				0				0

The amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the Extension are attached hereto as Exhibit 3.1.

The Company is continuing to attempt to satisfy the remaining conditions to closing its proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
2.1		Amendment No. 2 to Agreement and Plan of Reorganization
3.1		Amendments to Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File ~~- the cover page XBRL tags are~~ (embedded within the Inline XBRL document.)

Cautionary Note Regarding Forward Looking Statements

Neither the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the basis of any investment decision or any other decision in respect of the Company or ~~the~~its proposed business combination ~~with NewCo and Qianzhi~~.

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination with NewCo and Qianzhi.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2025
Dated: July 11, 2025
	By:	/s/ Jiangang Luo
		Jiangang Luo
		Chief Executive Officer

Filing Compare · Bowen Acquisition Corp