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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

  November 4,
  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. 2 to Registration Statement on Form S-4

Filed
October 21, 2024

File
No. 333-282021

Ladies
and Gentlemen:

On
behalf of Bowen Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, October 29, 2024,
relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the
prior filing of the 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. 2 to Registration Statement on Form S-4 filed October 21, 2024

Potential
Dilution to Non-Redeeming Bowen Public Shareholders, page 109

1. We
                                            note your revised disclosure in response to previous comment 2. It appears that you are adjusting
                                            net tangible book value by $3,145,944 to account for the estimated total Business Combination
                                            transaction expenses, but are not making any additional adjustment to reflect the repayment
                                            of the $690,000 loan from Qianzhi and the IPO Underwriter to the Company for the extension
                                            of Combination Period. We note that the repayment of this loan appears to be reflected separately
                                            from the total transaction expenses in footnote (11) to the unaudited pro forma condensed
                                            combined balance sheet on page 144. Please revise your presentation to reflect the repayment
                                            of this loan or advise.

Securities
and Exchange Commission

November
4, 2024

Page
2

We
revised the disclosure on page 109 of the Registration Statement as requested to reflect the effect of the $690,000 loan from
Qianzhi and the IPO Underwriter to the Company for the extension of the Combination Period on net tangible book value, and the $500,000
repayment to the IPO Underwriter upon the closing of the Business Combination. We respectfully advise the Staff that the remaining $190,000
of loan proceeds from Qianzhi is eliminated in the presentation as a result of intercompany reconciliations and cash flows within the
Qianzhi group.

Unaudited
Pro Forma Financial Statements

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 147

2. With
                                            respect to note (7), it appears that the adjustments on page 144, which reflect the reclassification
                                            of 6.9 million shares and the cash paid for the redemption, were not based on the redemption
                                            price of $10.62. Please reconcile this discrepancy or provide an explanation otherwise.

The
Company wishes to advise the Staff that the redeemable 6,900,000 shares are valued at $10.62 per share as of June 30, 2024. Following
receipt of the loan proceeds of $690,000, or $0.1 per share, which was deposited into the Trust Account on October 14, 2024 for the extension
of Combination Period, these shares are subject to possible redemption at $10.72 per share. We revised the disclosure on page 147 of
the Registration Statement to reflect the foregoing.

Note
4 - Net Loss Per Share, page 148

3. Regarding
                                            your transactional adjustment on earn-out shares, you stated in your response letter dated
                                            September 10, 2024, that the earn-out shares are included as equity and in the Merger consideration
                                            because the milestones are achievable. It appears that the 1.4 million earn-out shares are
                                            included in the pro forma shares of the combined company common stock issued and outstanding
                                            immediately after the merger, as shown on page 143. In this regard, please explain why such
                                            shares are not included in the basic net loss per share calculation.

 We
have revised the disclosure on pages 147 and 148 of the Registration Statement as requested. The Company wishes to advise the Staff that
the earn-out shares are included as equity to reflect the issuance of 1,400,000 earnout shares to the Earnout Escrow Account upon completion
of the Business Combination. These Earnout Escrow Shares will be vested if and to the extent certain net income milestones are achieved
by New Bowen and its subsidiaries during the fiscal years ended March 31, 2025 and 2026, or forfeited if the applicable milestones are
not met. Contingently issuable shares should be included in basic earnings per share only when there is no circumstance under which those
shares would not be issued and basic earnings per share should not be restated for changed circumstances. Therefore, the Company respectfully
believes that the Earnout Escrow Shares should not be included in basic pro forma shares outstanding. As the post-combination company
incurred pro forma net loss for the three months ended June 30, 2024 and the twelve months ended March 31, 2024, the Earnout Escrow Shares
are anti-dilutive and therefore not included in the diluted pro forma shares outstanding.

*
* * * * * * * * *

Securities
and Exchange Commission

November
4, 2024

Page
3

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

  Sincerely,

  /s/
Jeffrey M. Gallant

  Jeffrey
M. Gallant

  cc:
  Jiangang
Luo, CEO

  Liangwen
Wang, CFO