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    Graubard
                                            Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-4499

    (212)
    818-8800

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

September
10, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Bowen
                                            Acquisition Corp

    Amendment
No. 1 to

    Draft
Registration Statement on Form S-4

    Submitted
July 19, 2024

    CIK
                                            No.: 0001973056

Ladies
and Gentlemen:

On
behalf of Bowen Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, August 16, 2024,
relating to the above-captioned Draft Registration Statement on Form S-4 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.

Amendment
No.1 to Draft Registration Statement on Form S-4

Letter
to Bowen Shareholders, page i

1. Please
                                            note here, as you do elsewhere, that Bowen retained Newbridge Securities to evaluate the
                                            fairness, from a financial point of view, to the Public Shareholders of the Merger Consideration
                                            to be paid to the Qianzhi equityholders in the Merger. Please refer to Item 1604(a)(1) of
                                            Regulation S-K.

We
have revised the disclosure on page i of the Registration Statement as requested.

2. We
                                            note your statement that “No compensation has been or will be received by Bowen’s
                                            SPAC Sponsors (as defined in Section 1601(c) of Regulation S-K), their affiliates or promoters
                                            in connection with the Business Combination or any related financing transaction, and no
                                            securities have been or will be issued by Bowen to its SPAC Sponsors, their affiliates or
                                            promoters in connection with the Business Combination or any related financing transaction.”
                                            Please revise to provide all the disclosures pursuant to Item 1604(a)(3) of Regulation S-K.

We
have deleted the statement that previously appeared on pages v, 15, 32, 114 and 228, and added the information required pursuant to Item
1604(a)(3) of Regulation S-K on page v, within the forepart of the Registration Statement, which cross references a new subsection entitled
“SPAC Sponsors and their affiliates” which has been added on page 158 of the Registration Statement.

Securities
and Exchange Commission

September
10, 2024

Page
2

3. We
                                            note your revise disclosure in the letter to shareholders in response to prior comment 5;
                                            however, all of the provisions remain under proposal 2 on pages 131-132 in the combined proxy
                                            statement/prospectus; therefore, we reissue the comment. In addition, please provide your
                                            form of proxy as an appendix with your next submission. Refer to the Note to Exchange Act
                                            Rule 14a-4(a)(3) (form of proxy shall not be filed as an exhibit).

We
have updated the proposal structure to conform to the Commission’s unbundling requirements as described in prior comment 5. The
form of proxy is now included as Annex E in the Registration Statement.

Questions
and Answers About the Bowen Shareholder Proposals

Q:
What happens if a substantial number of Public Shareholders exercise their redemption rights?, page 19

4. We
                                            note your response to prior comment 6. Please amend the prospectus to include the representations
                                            in your response letter.

We
have revised the disclosure on page 10 of the Registration Statement as requested.

Summary
of the Proxy Statement/Prospectus

Organizational
Structure of NewCo and Qianzhi, page 23

5. We
                                            note your revised organizational chart in response to prior comment 13. Please revise the
                                            chart to use both fonts and graphics large enough to be easily legible. In addition, please
                                            revise the narrative before the chart to further clarify what the chart represents.

We
have inserted a new organizational chart on pages 23 and 168 of the Registration Statement as requested. We have also revised the introductory
narrative to the chart to provide further clarity as to what the chart depicts as requested.

Securities
and Exchange Commission

September
10, 2024

Page
3

Bowen
Board’s Reasons for Approval of the Business Combination, page 28

6. Please
                                            disclose the reasons of the SPAC for the structure and timing of the de-SPAC transaction
                                            and any related financing transaction. Please refer to Item 1604(b)(3) of Regulation S-K.

We
have revised the disclosure on page 28 of the Registration Statement, and also within the “Proposal 1: The Business Combination
Proposal” section on pages 108 (with respect to the de-SPAC transaction, the Business Combination) and 113 (with respect to the
related financing transaction, the contemplated PIPE Financing) as requested.

Permissions
Required from the PRC Authorities for New Bowen’s Operations, page 35

7. We
                                            note your revised disclosure in response to prior comment 10 and re-issue the comment in
                                            part. Please state affirmatively whether you have received all requisite permissions or approvals
                                            and whether any permissions or approvals have been denied. Please revise the disclosure on
                                            page 37 to disclose the Chinese law firm on whose advice you have relied to determine that
                                            Qianzhi is not required to apply or complete any cybersecurity review from PRC governmental
                                            authorities, including the CAC. Please also revise the disclosure on page iv of the shareholder
                                            letter to clarify the status of and beliefs regarding each companies’ need for filing
                                            and status of compliance.

We
have revised the disclosures on page 35 of the Registration Statement to add affirmative disclosures pertaining to the permissions or
approvals that Qianzhi requires to conduct its business operations. In addition, on page 37, we have revised the disclosure to state
the identity of the Chinese law firm on whose advise Qianzhi relied to determine whether it is required to apply or complete any cybersecurity
review from PRC governmental authorities. Lastly, we have revised the disclosure on page iv of the shareholder letter to include the
requested disclosure.

Our
insurance coverage may not be sufficient to cover all risks in relation to our business operations..., page 53

8. We
                                            reissue comment 16 in part. Please revise the heading to this risk factor to clarify the
                                            nature of the risk described in the risk factor. It appears your earlier disclosure, that
                                            your insurance coverage is insufficient to protect you against most losses, should be reflected
                                            in the risk factor heading.

We
have revised the heading of the above-referenced risk factor as requested on page 53 of the Registration Statement.

Securities
and Exchange Commission

September
10, 2024

Page
4

Background
of the Business Combination, page 117

9. We
                                            note your revised disclosure that “Mr. Zhang sent to Qianzhi’s management a draft
                                            non-binding letter of intent for the proposed business combination for review, which included
                                            a proposed transaction structure and a range of pre-money equity value for Qianzhi based
                                            on the financial information provided by Qianzhi to Bowen and preliminary P/E multiples based
                                            on a comparable companies analysis performed by Bowen.” Please disclose the range of
                                            pre-money equity values included in the letter of intent. Additionally, please provide additional
                                            detail regarding the financial information provided by Qianzhi and how this information was
                                            used to prepare the valuations. Finally, please disclose the P/E multiples and list of comparable
                                            companies used to prepare these valuations.

We
have revised the disclosure on page 117 of the Registration Statement to provide the above-referenced information as requested.

10. We
                                            note your revised disclosure in response to prior comment 23 and re-issue the comment in
                                            part. Please revise your disclosure in this section to note:

 ● any
                                            discussions about the need to obtain additional financing for the combined 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.

We
have revised the disclosure on page 117 of the Registration Statement as requested.

Opinion
of Newbridge Securities, Fairness Opinion Provider, page 121

11. We
                                            note your revisions in response to prior comment 24. Your disclosure that “the average
                                            market capitalization and revenue of the companies included in the dataset were larger than
                                            Qianzhi’s” may not adequately convey the significance of the difference between
                                            Qianzhi and the companies, which have high market capitalization, an extensive history of
                                            operations and recent annual net sales between $5 billion and $82 billion. Please provide
                                            a discussion of the differences between Qianzhi and the companies selected with quantified
                                            information as necessary to convey the magnitude of the differences. Clearly explain the
                                            impact on the usefulness of the analysis.

We
have revised the disclosure on page 122 of the Registration Statement as requested.

12. We
                                            note your revisions in response to prior comment 25. Please expand your discussion of the
                                            transactions used in your Comparable Precedent M&A Transaction Analysis to clearly disclose
                                            the result is heavily impacted by transactions involving much larger companies with multiple
                                            billions in annual net sales or similar disclosure that conveys the magnitude of the differences.
                                            Clearly explain the impact on the usefulness of the analysis.

We
have revised the disclosure on page 123 of the Registration Statement as requested.

Securities
and Exchange Commission

September
10, 2024

Page
5

13. Here
                                            or elsewhere in the proxy statement/prospectus, please describe the method of selection used
                                            to retain Newbridge. Please refer to Item 1607(b)(3) of Regulation S-K.

We
respectfully direct the Staff to the disclosure contained on 121 of the Registration Statement under the caption “Opinion of Newbridge
Securities, Fairness Opinion Provider” which states as follows:

“Bowen
retained Newbridge to act as its financial advisor in connection with the Business Combination. Newbridge, as part of its investment
banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions,
negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate
and other purposes. Bowen selected Newbridge to act as its financial advisor in connection with the Business Combination on the basis
of Newbridge’s experience in similar transactions and its reputation in the investment community.”

Accordingly,
the method that Bowen employed in choosing Newbridge was already described. As a result, we have not revised the disclosure in the Registration
Statement in response to this comment.

Unaudited
Prospective Financial Information of Qianzhi, page 126

14. We
                                            note your response to comment 32 and reissue in part. Please provide a detailed explanation
                                            of the basis for the annual revenue growth rate of 71% to 101% used for 2025 through 2028.
                                            Explain (1) Whether Qianzhi has any new products that are ready to launch in 2025, (2) any
                                            planned new sales channel or new markets in place, and (3) how your future product development
                                            and marketing channel increased Qianzhi’s customer base. We note several assumptions
                                            listed on page 127.

We
have revised the discussion on page 124 of the Registration Statement to include further detail regarding the basis for Qianzhi’s
projected annual revenue growth rate as requested.

Unaudited
Pro Forma Financial Statements , page 140

15. We
                                            note your response to comment 39, please revise Note (A) on page 143 to disclose how you
                                            derived Bowen’s statement of operations for twelve months ended March 31, 2024.

We
have revised page 148 of the Registration Statement to add a new Note 5 to disclose how Bowen’s unaudited historical statement
of operations for the twelve months ended March 31, 2024 were derived as requested.

Securities
and Exchange Commission

September
10, 2024

Page
6

16. We
                                            note your response to comment 41. It appears Earn-out shares are part of the Merger Consideration.
                                            Tell us your consider