UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| N/A | ||||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
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 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, Bowen Acquisition Corp (the “Company”) had called an extraordinary general meeting (the “Meeting”) for January 13, 2025 to approve, among other matters, its proposed business combination (the “Business Combination”) with Qianzhi Group Holding (Cayman) Limited (“NewCo”) and Shenzhen Qianzhi BioTech Company Limited (“Qianzhi”). On January 13, 2025, the Company adjourned the Meeting to January 14, 2025. On such date, the Company held the Meeting.
An aggregate of 8,284,489 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of October 22, 2024, were represented in person (virtually) or by proxy at the Meeting.
The Company’s shareholders voted on the following proposals at the Meeting, all of which were described in the Company’s Registration Statement on Form S-4 (“S-4”) which was filed with the Securities and Exchange Commission (“SEC”) and included a prospectus of the Company as well as the Company’s proxy statement (the “Proxy Statement/Prospectus”). All of the proposals were approved.
| (1) | Proposal No. 1 — The Business Combination Proposal — a proposal, as an ordinary resolution, to adopt and approve the Business Combination Agreement and the transactions contemplated thereby in all respects. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,356 | 229,429 | 180,042 | 762,662 |
| (2) | Proposal No. 2 — The Name Change Proposal — a proposal, as a special resolution, to approve the change of the Company’s name to “Emerald, Inc.”, to be effective upon consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,875,021 | 229,427 | 180,041 | 0 |
| (3) | Proposal No. 3 — The Capitalization Amendment Proposal — a proposal, as a special resolution, to approve the increase in the authorized capitalization of the Company from US$20,200, divided into 2,000,000 Preferred Shares of par value US$0.0001 each and 200,000,000 Ordinary Shares of par value US$0.0001 each, to US$25,200, divided into 2,000,000 Preferred Shares of par value US$0.0001 each and 250,000,000 Ordinary Shares of par value US$0.0001 each, by the creation of 50,000,000 additional Ordinary Shares of par value US$0.0001 each. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,359 | 229,427 | 180,041 | 762,662 |
| (4) | Proposal No. 4 — The Board Unification Proposal — a proposal, as a special resolution, to remove the provisions in the Company’s Amended and Restated Memorandum and Articles of Association dividing the Company’s board into classes, to be effective upon the consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,359 | 229,429 | 180,041 | 762,662 |
| (5) | Proposal No. 5 — The Proposed Charter Adoption Proposal — a proposal, as a special resolution, to approve the amendment and restatement of the Company’s existing Amended and Restated Memorandum and Articles of Association, to be effective upon consummation of the Business Combination, in order to reflect, among other things, the consequential amendments resulting from the Name Change Proposal, the Capitalization Amendment Proposal, the Board Unification Proposal, and the removal of the various non-substantive, non-governance provisions applicable only to special purpose acquisition companies that will no longer be applicable after the consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,357 | 229,427 | 180,041 | 762,662 |
| (6) | Proposal No. 6 — The Nasdaq Proposal — a proposal, as an ordinary resolution, to approve the issuances of the Company’s ordinary shares in connection with the Business Combination to comply with the Nasdaq Listing Rules. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,359 | 229,427 | 180,041 | 762,662 |
| (7) | Proposal No. 7 — The Equity Incentive Plan Proposal — a proposal, as an ordinary resolution, to approve and adopt the 2024 Long-Term Incentive Equity Plan, to be effective upon consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,112,359 | 229,427 | 180,041 | 762,662 |
| (8) | Proposal No. 8 — The Director Election Proposal — a proposal, as an ordinary resolution, to elect the following five members to the Company’s board, effective upon consummation of the Business Combination. The following is a tabulation of the votes with respect to this proposal: |
| Name | For | Against | Broker Non-Votes | Broker Non-Votes | ||||
| Dajun Wang | 7,341,784 | 2 | 180,041 | 762,662 |
| Name | For | Against | Broker Non-Votes | Broker Non-Votes | ||||
| Wei Liang | 7,341,784 | 2 | 180,041 | 762,662 |
| Name | For | Against | Broker Non-Votes | Broker Non-Votes | ||||
| Wen He | 7,341,784 | 2 | 180,041 | 762,662 |
| Name | For | Against | Broker Non-Votes | Broker Non-Votes | ||||
| Zhenning He | 7,341,786 | 0 | 180,041 | 762,662 |
| Name | For | Against | Broker Non-Votes | Broker Non-Votes | ||||
| Jun Zhang | 7,112,359 | 229,427 | 180,041 | 762,662 |
Because quorum was obtained and all proposals were approved, the Company did not hold a vote on the adjournment proposal that was set forth in the Proxy Statement/Prospectus.
As previously disclosed, the Company had obtained an extension of time to consummate its Business Combination by up to three one-month increments, from January 14, 2025 to as late as April 14, 2025. The Company is therefore utilizing the first one-month increment at this time and intends to consummate the Business Combination as soon as possible, subject to the satisfaction of all other closing conditions for such transaction.
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 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: January 14, 2025 | ||
| By: | /s/ Jiangang Luo | |
| Jiangang Luo | ||
| Chief Executive Officer | ||