SEC Comment Letter 0000000000-24-011468 to Bowen Acquisition Corp (BOWN, BOWNR, BOWNU) (CIK 0001973056)
Bowen Acquisition Corp (BOWN, BOWNR, BOWNU) (CIK 0001973056)
Date: Oct. 9, 2024 · CIK: 0001973056 · Accession: 0000000000-24-011468
AI Filing Summary & Sentiment
File numbers found in text: 333-282021
Letter
October 9, 2024 Jiangang Luo Chief Executive Officer Bowen Acquisition Corp 420 Lexington Avenue, Suite 2446 New York, New York 10170 Liangwen Wang Chief Financial Officer Qianzhi Group Holdings (Cayman) Limited 1705, Block B, KK 100 Building 5016 East Shennan Road Luoho District, Shenzhen Guangdong Province, 51800 Peoples Republic of China Re:Bowen Acquisition Corp Amendment No. 1 to Registration Statement on Form S-4 Filed October 4, 2024 File No. 333-282021 Dear Jiangang Luo and Liangwen Wang: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 24, 2024 letter.
October 9, 2024 Page 2 Amendment No. 1 to Registration Statement on Form S-4 filed October 4, 2024 SPAC Sponsor Compensation, page v 1.We note your response to prior comment 2, and your statement on page 15: "based on the value of the Bowen securities invested in and the amount of the loans and unreimbursed expenses as set forth above, the aggregate amount that the SPAC Sponsors and Bowen’s officers and directors have at risk is $[3,442,820 ($3,434,570 by Createcharm and $8,250 by Bowen Holding)]." Please expand this section of the shareholder letter to add disclosure of all compensation received or to be received by the SPAC sponsors, their affiliates, and promoters in connection with the de-SPAC transaction or any related financing transaction, including the nature and amounts of any reimbursements to be paid to the Sponsors, their affiliates, and any promoters upon the completion of the de-SPAC transaction, such as the loans to the Sponsors and out-of-pocket expenses due to the Sponsors, or advise. We understand from your response that there are not currently any outstanding amounts owed under any unsecured promissory notes. Potential Dilution to Non-Redeeming Bowen Public Shareholders, page 109 2.We note your revised disclosure to include a dilution table pursuant to Item 1604(c) of Regulation S-K. Please revise your presentation to clearly show the unadjusted net tangible book value per share as of the most recent balance sheet date filed, the nature and amount of each specific adjustment to net tangible book value, and the total number of adjusted shares used to determine net tangible book value per share, as adjusted. In this regard, we note that it is not clear from your current presentation whether you have made any adjustments to net tangible book value per share for transaction expenses, repayment or conversion of any outstanding loans due to your sponsors or as a result of a reclassification from the trust account, or the total number of as-adjusted shares used to calculate as-adjusted net tangible book value per share and how the level of redemptions impacts this number. Finally, outside of the table, please describe each material potential source of future dilution that nonredeeming shareholders may experience by electing not to tender their shares in connection with the de-SPAC transaction, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted. This presentation should include the 1,400,000 Earnout Shares if their issuance is not considered a materially probable or consummated transaction for purposes of the tabular disclosure. General 3.We note the consent of Frost & Sullivan filed as Exhibit 99.7 mentions an investor presentation, and an investor presentation is mentioned on page 118 as well. Please revise to provide any material information from this presentation that is not included in your registration statement and describe the purpose of this presentation.
October 9, 2024 Page 3 Please contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Jeffrey Gallant, Esq.
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October 9, 2024
Jiangang Luo
Chief Executive Officer
Bowen Acquisition Corp
420 Lexington Avenue, Suite 2446
New York, New York 10170
Liangwen Wang
Chief Financial Officer
Qianzhi Group Holdings (Cayman) Limited
1705, Block B, KK 100 Building
5016 East Shennan Road
Luoho District, Shenzhen
Guangdong Province, 51800
Peoples Republic of China
Re:Bowen Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed October 4, 2024
File No. 333-282021
Dear Jiangang Luo and Liangwen Wang:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 24,
2024 letter.
October 9, 2024
Page 2
Amendment No. 1 to Registration Statement on Form S-4 filed October 4, 2024
SPAC Sponsor Compensation, page v
1.We note your response to prior comment 2, and your statement on page 15: "based on
the value of the Bowen securities invested in and the amount of the loans and
unreimbursed expenses as set forth above, the aggregate amount that the SPAC
Sponsors and Bowen’s officers and directors have at risk is $[3,442,820 ($3,434,570
by Createcharm and $8,250 by Bowen Holding)]." Please expand this section of the
shareholder letter to add disclosure of all compensation received or to be received by
the SPAC sponsors, their affiliates, and promoters in connection with the de-SPAC
transaction or any related financing transaction, including the nature and amounts of
any reimbursements to be paid to the Sponsors, their affiliates, and any promoters
upon the completion of the de-SPAC transaction, such as the loans to the Sponsors
and out-of-pocket expenses due to the Sponsors, or advise. We understand from your
response that there are not currently any outstanding amounts owed under any
unsecured promissory notes.
Potential Dilution to Non-Redeeming Bowen Public Shareholders, page 109
2.We note your revised disclosure to include a dilution table pursuant to Item 1604(c) of
Regulation S-K. Please revise your presentation to clearly show the unadjusted net
tangible book value per share as of the most recent balance sheet date filed, the nature
and amount of each specific adjustment to net tangible book value, and the total
number of adjusted shares used to determine net tangible book value per share, as
adjusted. In this regard, we note that it is not clear from your current presentation
whether you have made any adjustments to net tangible book value per share for
transaction expenses, repayment or conversion of any outstanding loans due to your
sponsors or as a result of a reclassification from the trust account, or the total number
of as-adjusted shares used to calculate as-adjusted net tangible book value per share
and how the level of redemptions impacts this number. Finally, outside of the table,
please describe each material potential source of future dilution that nonredeeming
shareholders may experience by electing not to tender their shares in connection with
the de-SPAC transaction, including sources not included in the table with respect to
the determination of net tangible book value per share, as adjusted. This presentation
should include the 1,400,000 Earnout Shares if their issuance is not considered a
materially probable or consummated transaction for purposes of the tabular
disclosure.
General
3.We note the consent of Frost & Sullivan filed as Exhibit 99.7 mentions an investor
presentation, and an investor presentation is mentioned on page 118 as well. Please
revise to provide any material information from this presentation that is not included
in your registration statement and describe the purpose of this presentation.
October 9, 2024
Page 3
Please contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jeffrey Gallant, Esq.