Bowen Acquisition Corp美股招股说明书(2024-12-18版)

PROSPECTUS FOR 8,646,377 ORDINARY SHARES OFBOWEN ACQUISITION CORP BOWEN ACQUISITION CORP420 Lexington Ave, Suite 2446New York, NY 10170 LETTER TO BOWEN SHAREHOLDERS Dear Bowen Acquisition Corp Shareholder: You are cordially invited to attend an extraordinary general meeting of Bowen Acquisition Corp, a CaymanIslands exempted company (“Bowen”), which will be held on January 13, 2025, at 10:00 a.m., Eastern Time, as avirtual meeting, or at such other time, on such other date and at such other place to which the meeting may bepostponed or adjourned (the “Shareholder Meeting”). You can participate in the Shareholder Meeting, vote and submit questions via live webcast by visitinghttps://www.cstproxy.com/bowenspac/bc2025. Please see “Questions and Answers about the Bowen ShareholderProposals — How do I attend the virtual Shareholder Meeting?” in the accompanying proxy statement/prospectusfor more information. Even if you are planning on attending the Shareholder Meeting online, please promptlysubmit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signingand returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting. OnJanuary 18,2024,Bowen entered into an Agreement and Plan of Reorganization(the“BusinessCombination Agreement”), by and among Bowen, Bowen Merger Sub, a Cayman Islands exempted company and awholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a companyincorporated in the People’s 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”).The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination” orthe “Transactions”) were approved by the boards of directors of Bowen (the “Bowen Board”), Merger Sub, Qianzhiand NewCo. The Business Combination Agreement contemplates that, at the closing of the Business Combination(the “Closing”), upon the terms and subject to the conditions of the Business Combination Agreement and inaccordance with the Companies Act (Revised) of the Cayman Islands, as amended (the “Cayman Companies Act”),Merger Sub will merge with and into NewCo (the “Merger”), with NewCo being the surviving company of theMerger (“Surviving Company”) and becoming a wholly owned subsidiary of Bowen. As used in this proxystatement/prospectus, “New Bowen” refers to Bowen after giving effect to the consummation of the BusinessCombination. Bowen has retained Newbridge Securities to evaluate the fairness, from a financial point of view, toBowen’s public shareholders of the consideration to be paid to the Qianzhi equityholders in the Merger. For moreinformation, please see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal —Opinion of Newbridge Securities, Fairness Opinion Provider,” In preparation for the Transactions, Qianzhi completed a restructuring (the “Restructuring”) in which it becamea wholly owned subsidiary of NewCo by the issuance of ordinary shares of NewCo (“NewCo Ordinary Shares”) tothe holders of Qianzhi’s ordinary shares in exchange for the previously outstanding ordinary shares of Qianzhi. Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), allof the NewCo Ordinary Shares issued and outstanding immediately prior to the Effective Time other than (i) NewCoOrdinary Shares held by Bowen or Qianzhi or their respective wholly owned subsidiaries and (ii) those NewCoOrdinary Shares owned by the holders of NewCo Ordinary Shares who have validly exercised and not effectivelywithdrawn or lost their rights to dissent from the Merger pursuant to the Cayman Companies Act, will beautomatically converted into the right to receive an aggregate of (a) 7,246,377 ordinary shares of Bowen (“BowenOrdinary Shares”), a portion of which shall be deposited in escrow to provide for indemnification in accordancewith the Business Combination Agreement (the “Merger Shares”), and (b) the right to receive earnout considerationof up to an aggregate of 1,400,000 Bowen Ordinary Shares (the “Earnout Shares”), as described further below. TheMerger Shares and Earnout Shares are referred to herein collectively as the “Merger Consideration.” The MergerShares to be deposited in escrow are referred to herein as the “Escrow Shares.” In accordance with the Business Combination Agreement, on December 5, 2024, Bowen and Qianzhi enteredinto a subscription agreement with SPAC King Acquisition Inc., an entity that is not affiliated with Bowen, Qianzhiand either of their respective officers, directors or affiliates (the “PIPE Investor”), pursuant to which the PIPEInvestor will purchase, concurrently with the closing of the Merger, an aggregate of 500,000 New Bowen Shares foraggregate purchase price of $5.0 million (the “PIPE Financing”). The units of Bowen