UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 7, 2025
BOWEN
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-41741 |
|
N/A |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of Principal Executive Offices) (Zip Code)
(203)
998-5540
(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 |
| Units,
each consisting of one ordinary share and one right |
|
BOWNU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Ordinary
Shares, par value $0.0001 per share |
|
BOWN |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights,
each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination |
|
BOWNR |
|
The
Nasdaq Stock Market LLC |
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 7, 2025 to approve, by special resolution and pursuant to the terms of the Company’s amended and restated memorandum
and articles of association, as amended (the “Articles”), an amendment to the Articles to allow the board of directors of
the Company (the “Board”) to extend the date (the “Extension”) by which the Company must consummate a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business
combination”), by up to three one-month increments, from January 14, 2025 to as late as April 14, 2025, unless the closing of a
business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion.
On
January 7, 2025, the Company adjourned the Meeting to 10:00 a.m. on January 10, 2025 to allow additional time for the Company to solicit
votes for the Extension proposal. On January 10, 2025,
the Company held the Meeting. An aggregate of 7,951,934 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 or by proxy at the Meeting.
The
Company’s shareholders voted on the following proposal at the Meeting, which was approved:
| |
(1) |
Proposal
No. 1 — The Extension Proposal — a proposal to amend the Company’s Articles to extend the date by which the
Company has to consummate a business combination by up to three one-month increments, from January 14, 2025 to as late as April 14,
2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined
by the Board in its sole discretion. The following is a tabulation of the votes with respect to this proposal: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 6,659,110 |
|
1,437,824 |
|
0 |
|
0 |
The
amendments to the Amended and Restated Memorandum
and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the Extension
are attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 10, 2025 |
|
| |
|
|
| |
By:
|
/s/
Jiangang Luo |
| |
|
Jiangang
Luo |
| |
|
Chief
Executive Officer |
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.”
Bowen Acquisition (NASDAQ:BOWNU)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Bowen Acquisition (NASDAQ:BOWNU)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
