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
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Securities registered pursuant to section 12(b) of the Act:
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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
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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 8.01. | Other Events. |
As previously reported, on July 14, 2023, Bowen Acquisition Corp (the “Company”) consummated the initial public offering (“IPO”) of 6,000,000 of its units (“Units”). Each Unit consists of one ordinary share, $.0001 par value (“Ordinary Shares”), of the Company and one right (“Rights”), each Right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 330,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,300,000. The Private Placement Units were purchased by Createcharm Holdings Ltd, one of the Company’s sponsors, and EarlyBirdCapital, Inc., the representative of the underwriters in the IPO. The Private Placement Units are identical to the Units included in the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units (except to certain transferees) until after the completion of the Company’s initial business combination.
On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 Units. As a result, on July 18, 2023, the Company sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. In connection with this sale, Createcharm Holdings Ltd and EarlyBirdCapital, Inc. also purchased an additional 31,500 Private Placement Units from the Company.
An unaudited pro forma balance sheet as of July 18, 2023 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement, including the over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits:
| Exhibit | Description | ||
| 99.1 | Unaudited Pro Forma Balance Sheet Dated July 18, 2023. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: August 15, 2023
| BOWEN ACQUISITION CORP | ||
| By: | /s/ Jiangang Luo | |
| Name: | Jiangang Luo | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
BOWEN ACQUISITION CORP
BALANCE SHEET
JULY 18, 2023
| July 14, | Pro Forma | |||||||||||||
| 2023 | Adjustments | As Adjusted | ||||||||||||
| (unaudited) | (unaudited) | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash | $ | 720,413 | (824 | ) | a) | 719,589 | ||||||||
| Prepaid expenses | 145,880 | - | 145,880 | |||||||||||
| Total current assets | 866,293 | (824 | ) | 865,469 | ||||||||||
| Cash held in Trust Account | 60,600,000 | 9,000,000 | b) | |||||||||||
| 315,000 | d) | |||||||||||||
| (225,000 | ) | e) | 69,690,000 | |||||||||||
| Total Assets | $ | 61,466,293 | 9,089,176 | $ | 70,555,469 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accrued offering costs and expenses | $ | 218,991 | 798 | h) | $ | 219,789 | ||||||||
| Total Liabilities | 218,991 | 798 | 219,789 | |||||||||||
| Commitments and contingencies | ||||||||||||||
| Ordinary shares subject to possible redemption, 6,000,000 and 6,900,000 shares at redemption value of $10.10 | 60,600,000 | 8,509,091 | c) | |||||||||||
| (212,727 | ) | f) | ||||||||||||
| 793,636 | g) | 69,690,000 | ||||||||||||
| Shareholders’ Equity: | ||||||||||||||
| Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | - | - | - | |||||||||||
| Ordinary shares; $0.0001 par value; 200,000,000 shares authorized; 2,235,000 and 2,266,500 issued and outstanding, respectively (excluding 6,000,000 & 6,900,000 shares subject to possible redemption, respectively) | 224 | 3 | d) | 227 | ||||||||||
| Additional paid-in capital | 721,878 | 8,999,910 | b) | |||||||||||
| 314,997 | d) | |||||||||||||
| (225,000 | ) | e) | ||||||||||||
| (8,509,001 | ) | c) | ||||||||||||
| 212,727 | f) | |||||||||||||
| (793,636 | ) | g) | 721,875 | |||||||||||
| Accumulated deficit | (74,800 | ) | (824 | ) | a) | |||||||||
| (798 | ) | h) | (76,422 | ) | ||||||||||
| Total Shareholders’ Equity | 647,302 | (1,622 | ) | 645,680 | ||||||||||
| Total Liabilities and Shareholders’ Equity | $ | 61,466,293 | 9,089,176 | $ | 70,555,469 | |||||||||
The accompanying notes are an integral part of the pro forma financial statement
| F-1 |
BOWEN ACQUISITION CORP
NOTE 1 — CLOSING OF OVER-ALLOTMENT OPTION (UNAUDITED)
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Bowen Acquisition Corp (the “Company”) as of July 18, 2023, adjusted for the closing of the underwriters’ over-allotment option (the “Over-allotment”) and related transactions, which occurred on July 18, 2023 as described below.
On July 14, 2023, the Company consummated the initial public offering (“IPO”) of 6,000,000 of its units (“Units”) at a purchase price of $10.00 per Unit, generating gross proceeds of $60,000,000. Each Unit consists of one ordinary share (“Ordinary Share”), and one right (“Right”) entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination.
The Sponsors and EarlyBirdCapital, Inc. have purchased an aggregate of 330,000 Private Placement Units at a price of $10.00 per Private Placement Unit, amounting to $3,300,000, from the Company in a private placement that occurred simultaneously with the closing of the IPO. The proceeds from the sale of the Private Placement Units are added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a business combination within the combination period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Ordinary Shares (subject to the requirements of applicable law).
The Company granted the underwriters a 45-day option from the effective date of the Company’s registration statement for its IPO to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 17, 2023, the underwriters exercised the over-allotment option with respect to the 900,000 additional Units, which was subsequently closed on July 18, 2023, generating gross proceeds to the Company of $9,000,000. Simultaneously with the sale of the over-allotments option units, the Company consummated the Private Placement of an additional 31,500 Private Placement Units generating gross proceeds of $315,000.
| F-2 |
As of July 18, 2023, a total of $69,690,000 of the net proceeds from the IPO (including the over-allotment Units) and the sale of Private Placement Units was placed in a trust account with Continental Stock Transfer & Trust acting as trustee.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above and other related transactions are as follows:
| S.No. | Particulars | Debit | Credit | |||||||
| a) | Administrative support expenses | 824 | ||||||||
| Cash | 824 | |||||||||
| To record bank service charge | ||||||||||
| b) | Cash held in trust | 9,000,000 | ||||||||
| Ordinary shares | 90 | |||||||||
| Additional paid-in capital | 8,999,910 | |||||||||
| To record the sale of 9,000,000 over-allotment Units at $10.00 per Unit on July 18, 2023 | ||||||||||
| c) | Ordinary shares | 90 | ||||||||
| Additional paid-in capital | 8,509,001 | |||||||||
| Ordinary shares subject to redemption | 8,509,091 | |||||||||
| To record the change in ordinary shares subject to redemption from the sale of the over-allotment Units | ||||||||||
| d) | Cash held in trust | 315,000 | ||||||||
| Ordinary shares | 3 | |||||||||
| Additional paid-in capital | 314,997 | |||||||||
| To record sale of 31,500 additional Private Placement Units at $10.00 per Unit on July 18, 2023 | ||||||||||
| e) | Additional paid-in capital | 225,000 | ||||||||
| Cash held in trust | 225,000 | |||||||||
| To record the cash underwriting commission arising from the sale of the over-allotment Units | ||||||||||
| f) | Ordinary shares subject to redemption | 212,727 | ||||||||
| Additional paid-in capital | 212,727 | |||||||||
| To reduce the amount of balance in ordinary shares subject to redemption by the cash underwriting commission related to public shares | ||||||||||
| g) | Additional paid-in capital | 793,636 | ||||||||
| Ordinary shares subject to redemption | 793,636 | |||||||||
| To record remeasurement adjustment on redeemable ordinary shares | ||||||||||
| h) | Legal & professional services | 798 | ||||||||
| Accrued expenses | 798 | |||||||||
| To record press release fees | ||||||||||
| F-3 |