Financial Obligation - Form 425

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective as of October 14, 2024, Shenzhen Qianzhi BioTechnology Co. Ltd. ("Qianzhi") and another designee of the sponsors of Bowen Acquisition Corp (the "Company") loaned the Company an aggregate of $690,000, which funds were deposited into the trust account established by the Company in connection with its initial public offering. The funds were deposited into the trust account pursuant to the Company's Amended and Restated Memorandum and Articles of Association and trust agreement governing the trust account in order to extend the time that the Company has to consummate an initial business combination (a "Business Combination") from October 14, 2024 to January 14, 2025. The loans are evidenced by promissory notes (the "Notes") issued by the Company to the designees. The Notes bear no interest and are repayable in full upon consummation of a Business Combination.

A copy of the form of Notes is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Notes.

As previously disclosed, on January 18, 2024, the Company entered into an Agreement and Plan of Reorganization (the "Business Combination Agreement"), by and among the Company, Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company ("Merger Sub"), Qianzhi and Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company ("NewCo").

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 proposed business combination with 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 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.

Additional Information and Where to Find It

In connection with the proposed business combination with Qianzhi, the Company has filed with the SEC a registration statement on Form S-4, which includes a prospectus of the Company as well as the Company's proxy statement (the "Proxy Statement/Prospectus"). The Company plans to mail the definitive Proxy Statement/Prospectus to its shareholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC by directing a written request by mail to the Company at 420 Lexington Avenue, Suite 2446, New York, NY 10170.

Public link

Please use the above public link if you want to share this noodl on another website.