SEC Comment Letter 0000000000-23-004938 to Bowen Acquisition Corp (BOWN, BOWNR, BOWNU) (CIK 0001973056)
Bowen Acquisition Corp (BOWN, BOWNR, BOWNU) (CIK 0001973056)
Date: May 10, 2023 · CIK: 0001973056 · Accession: 0000000000-23-004938
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United States securities and exchange commission logo
May 10, 2023
Jiangang Luo
Chief Executive Officer
Bowen Acquisition Corp
420 Lexington Ave, Suite 2446
New York, NY 10170
Re:Bowen Acquisition Corp
Draft Registration Statement on Form S-1
Submitted April 17, 2023
CIK No. 0001973056
Dear Jiangang Luo:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS Submitted April 17, 2023
Cover Page
1.Please disclose whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company. Your prospectus summary should address, but not necessarily be limited
to, the risks highlighted on the prospectus cover page.
2.Please clarify that the public shareholders will not have the opportunity to vote if the
board extends the period of time to consummate the business combination for up to
18 months.
FirstName LastNameJiangang Luo
Comapany NameBowen Acquisition Corp
May 10, 2023 Page 2
FirstName LastName
Jiangang Luo
Bowen Acquisition Corp
May 10, 2023
Page 2
3.Please clarify on page iii whether your sponsors are located in China. We note your
disclosure on page 117 that Na Gai is the sole director and shareholder of Createcharm
Holdings Ltd.
Risk Factors, page 29
4.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of "complete
liquidation" in Section 331 of the Internal Revenue Code;
•extensions, depending on the timing of the extension relative to the when the SPAC
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jeffrey M. Gallant