EX-3.1 2 ex3-1.htm

 

Exhibit 3.1

 

AMENDMENTS

TO THE

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

BOWEN ACQUISITION CORP

 

RESOLVED, as a special resolution, that:

 

Article 37.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

““The Company has until January 14, 2025 to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination by January 14, 2025, the Company may, by Resolution of Directors, extend the period of time to consummate a Business Combination by up to three additional one-month increments, the final of three one-month increments ending on April 14, 2025. In the event that the Company does not consummate a Business Combination by April 14, 2025 or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:

 

(a) cease all operations except for the purpose of winding up;

 

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any (less up to US$100,000 of interest to pay liquidation and dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, liquidate and dissolve,

 

subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”