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June 7, 2024
Jiangang Luo
Chief Executive Officer
Bowen Acquisition Corp
420 Lexington Avenue, Suite 2446
New York, New York 10170
Re:Bowen Acquisition Corp
Draft Registration Statement on Form S-4
Submitted May 10, 2024
CIK No. 0001973056
Dear Jiangang Luo:
            We have reviewed your draft registration statement and have the following comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4 submitted May 10, 2024
Letter to Bowen Shareholders, page iv
1.You state here that "[o]n December 16, 2021, the PCAOB issued a report to notify the
SEC of its determination that the PCAOB was unable to inspect or investigate completely
registered public accounting firms headquartered in mainland China and Hong Kong and
our auditor was subject to this determination." However, in your risk factor discussing
PCAOB inspections on page 58 you note that "[o]ur auditor is headquartered in Rowland
Heights, California" and that "[t]he PCAOB currently has access to inspect the working
papers of our auditor and our auditor is not subject to the determinations announced by the
PCAOB on December 16, 2021." Please address the following:
•clarify whether you are referring to the auditor for Bowen or Qianzhi;
•clarify whether the auditor was subject to the December 16, 2021 PCAOB
determination; and
•disclose in the letter to shareholders the location of Qianzhi's auditor's headquarters.

 FirstName LastNameJiangang Luo
 Comapany NameBowen Acquisition Corp
 June 7, 2024 Page 2
 FirstName LastNameJiangang Luo
Bowen Acquisition Corp
June 7, 2024
Page 2
2.We note your statement that "Qianzhi faces various risks and uncertainties relating to
doing business in China." Please expand on this statement to provide prominent disclosure
about the legal and operational risks associated with being based in or having the majority
of the company’s operations in China. Your disclosure should make clear whether these
risks could result in a material change in your operations and/or the value of your
securities or could significantly limit or completely hinder your ability to offer securities
to investors and cause the value of your securities to significantly decline or be worthless.
3.Please provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, or to
investors, and quantify the amounts where applicable. Provide a cross-reference to the
consolidated financial statements.
4.As this is a Bowen Acquisition Corp. registration statement, and is being sent to Bowen
security holders, please revise references to Qianzhi to refer to the company by name,
rather than as "the 'Company' or 'Qianzhi.'"
5.Please provide your analysis as to why you are not required to unbundle the changes to
your charter which are not specific to special purpose acquisition companies into separate
proposals, such as the increase in authorized shares. Refer to Rule 14a-4(a)(3) of
Regulation 14A as well as Question 201.01 of the Division’s Exchange Act Rule 14a-
4(a)(3) Compliance and Disclosure Interpretations.
Questions and Answers About the Bowen Shareholder Proposals
Q: What happens if a substantial number of Public Shareholders exercise their redemption
rights?, page 10
6.We note your statement that "[t]he Insiders, Qianzhi and/or their directors, officers,
advisors or respective affiliates, may purchase Public Shares from Public Shareholders in
privately negotiated transactions or in the open market prior to or following the
completion of the Business Combination." We also note similar statements in the risk
factor captioned "The Sponsors and Bowen's directors, officers, advisors and their
affiliates may elect to purchase Public Shares prior to the consummation of the Business
Combination, which may result it being more likely that we can consummate the Business
Combination and reduce the public "float" of our Public Share." on page 95 and under the
caption "Potential Purchases of Public Shares and/or Rights" on page 104. Please provide
your analysis on how such potential purchases would comply with Rule 14e-5. To the
extent you are relying on Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it
applies to your circumstances.
7.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders at each redemption scenario in
your sensitivity table.

 FirstName LastNameJiangang Luo
 Comapany NameBowen Acquisition Corp
 June 7, 2024 Page 3
 FirstName LastNameJiangang Luo
Bowen Acquisition Corp
June 7, 2024
Page 3
8.It appears that underwriting fees, including the $2,415,000 business combination
marketing agreement fee payable to the IPO Underwriter, remain constant and are not
adjusted based on redemptions. Revise your disclosure to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
By what date must Bowen complete a business combination?, page 11
9.Please revise to provide the applicable dates.
Summary of the Proxy Statement/Prospectus, page 21
10.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
11.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a subsidiary have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
Organizational Structure of NewCo and Qianzhi, page 22
12.We note your description of the Reorganization that was completed on November 23,
2023. Please explain the business rationale for the Reorganization. Please also revise the
"Background of the Business Combination" section to describe the Reorganization and
any material events leading up to the completion of the Reorganization.

 FirstName LastNameJiangang Luo
 Comapany NameBowen Acquisition Corp
 June 7, 2024 Page 4
 FirstName LastName
Jiangang Luo
Bowen Acquisition Corp
June 7, 2024
Page 4
Summary of the Proxy Statement/Prospectus
Organizational Structure of NewCo and Qianzhi, page 23
13.Please revise your organizational chart to provide English translations of all information
presented. It is not clear what the 21 boxes above Qianzhi Group Holding (Cayman)
Limited represent. Please also ensure your revised chart uses both fonts and graphics large
enough to be legible.
Summary Risk Factors, page 35
14.The summary risk factors are over five pages long. Please revise the summary risk factors
to be no more than two pages. Please refer to Item 105(b) of Regulation S-K.
Risks Related to Qianzhi's Business and New Bowen After the Business Combination
Risks Relating to Qianzhi's Business and Industry
New products and product line extensions may not gain widespread customer acceptance, may
be otherwise discontinued, or cause sales of exist, page 44
15.We note your statement that some of your products have shorter product life spans and
depend heavily on your ability to continuously and timely introduce innovative new
products to the marketplace. Please expand on this disclosure to briefly explain the
specific products or types of products you offer that have shorter product life spans. We
also note your reference to "new “white space” categories." Please briefly explain what
"white space" categories are and how they relate to your business.
Risks Related to Qianzhi's Business and New Bowen After the Business Combination
Risks Relating to Qianzhi's Business and Industry
Our insurance coverage may not be sufficient to cover all risks in relation to our business
operations..., page 50
16.We note your statement that your insurance coverage is insufficient to protect you against
most losses. Here or elsewhere in the prospectus, please provide a more detailed
description of the types of insurance policies you maintain. Please explain whether you
maintain general liability insurance coverage and, if so, whether management believes you
maintain adequate insurance coverage for your business. In this regard, we note that this
risk factor includes a placeholder for a cross reference to the Business section of the
prospectus, but there does not appear to be a description of your insurance coverage there
or elsewhere in the prospectus.

 FirstName LastNameJiangang Luo
 Comapany NameBowen Acquisition Corp
 June 7, 2024 Page 5
 FirstName LastName
Jiangang Luo
Bowen Acquisition Corp
June 7, 2024
Page 5
Risks Relating to Being a Public Company and New Bowen's Shares
Our issuance of additional shares in connection with financings, acquisitions, investments, our
equity incentive plans or otherwise..., page 85
17.We note your statement that you "intend to raise capital through equity financings shortly
after the consummation of the Business Combination." Here or elsewhere in the
prospectus, please provide a complete description of your intended equity financings and
uses of those proceeds.
Vote of Sponsors, Directors and Officers, page 101
18.We note that "the IPO Underwriter has agreed to waive its redemption rights with respect
to the Bowen Representative Shares and Bowen Private Shares held by it." Please describe
any consideration provided in exchange for this agreement to waive its redemption rights.
Background of the Business Combination, page 113
19.We note that you signed non-disclosure agreements with five potential targets. However,
you only reviewed detailed financial and business information and conducted preliminary
due diligence on four of the potential targets, including Qianzhi. Please clarify why you
did not conduct additional due diligence on the fifth potential target.
20.We note that at the initial meeting between Qianzhi and the Bowen board and
management on September 19, 2023, Mr. Zhang disclosed that Qianzhi had tentatively
agreed to certain terms for a transaction. Please expand your disclosure to explain how
and when such terms were agreed.
21.Please describe the material terms of the non-binding letter of intent executed on October
17, 2023, including any valuation of Qianzhi. Please provide similar disclosure for the
drafts of the Business Combination Agreement exchanged between the parties. Your
disclosure should explain how the parties arrived at any valuations included in the draft
documentation, including the methodology employed in reaching the valuations.
22.In general, please significantly expand the disclosure in this section and clarify how the
transaction structure and consideration evolved during the negotiations, including any
discussions, proposals and counter-proposals made during the course of the negotiations
with respect to the material terms of the transaction, such as the calculation of the
proposed merger consideration and the earnout provision.
23.Please revise your disclosure in this section to note:
•whether there were any discussions with Qianzhi about the potential loss of clients in
the near future or other events that may materially affect Qianzhi’s prospects or its
financial projections for future performance of the business;
•any discussions relating to the assumptions underlying Qianzhi's financial
projections;
•any discussions about the need to obtain additional financing for the combined

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 Comapany NameBowen Acquisition Corp
 June 7, 2024 Page 6
 FirstName LastName
Jiangang Luo
Bowen Acquisition Corp
June 7, 2024
Page 6
company, such as a PIPE transaction, and the negotiation/marketing processes; and
•any discussions about continuing employment or involvement for any persons
affiliated with the SPAC before the merger, any formal or informal commitment to
retain the financial advisors after the merger, and any pre-existing relationships
between SPAC sponsors and additional investors.
Opinion of Newbridge Securities, Fairness Opinion Provider, page 118
24.The Comparable Public Company analysis is stated to be an analysis of similar companies
to Qianzhi. The companies selected all have high market capitalization, an extensive
history of operations and recent annual net sales between $5 billion and $82 billion. Please
disclose the basis for evaluating the financial performance and trading multiples of these
companies as an indicator of the value of Qianzhi. Please provide a discussion of the
differences between Qianzhi and the companies selected and the impact on the usefulness
of the analysis.
25.Please discuss the limitations of the Comparable Precedent M&A Transaction Analysis,
considering the nature of the transactions used. For example, the result is heavily impacted
by transactions involving much larger companies with multiple billions in annual net
sales. Discuss the differences between Qianzhi and these companies and the impact on the
usefulness of the analysis.
26.If true, please note that the Newbridge fairness opinion addressed fairness to all
shareholders as a group as opposed to only those shareholders unaffiliated with the
sponsor or its affiliates.
27.Please address whether or not Newbridge took the Earnout Consideration into
consideration when issuing its Fairness Opinion. In this regard, we note that the valuation
ranges disclosed are $85.8M and $101.8M. You note that "[t]he Merger Consideration to
be paid by Bowen of $75.0M is below the midpoint of the valuation ranges of the
financial analyses described above." However, the $75.0M appears to be based solely on
the 7,246,377 Merger Shares valued at $10.35 per share and excludes the ad