Bowen Acquisition (NASDAQ:BOWNU) Enters Prepaid Forward Purchase Agreement with Qianzhi Group Holding (Cayman) Limited

On January 13, 2025, Bowen Acquisition Corp (NASDAQ:BOWNU) announced its formal entry into a Prepaid Forward Purchase Agreement (FPA) with Qianzhi Group Holding (Cayman) Limited, an exempted company based in the Cayman Islands. The agreement involves the funds, accounts, and other investment vehicles managed by Harraden Circle Investments, LLC, an unaffiliated shareholder of Bowen Acquisition Corp.

The FPA was designed to potentially maximize the funds retained by Bowen Acquisition Corp following the consummation of a business combination with Qianzhi and NewCo. It should be noted that the FPA does not impact the likelihood of the business combination being approved.

As per the terms of the FPA, the Purchaser will purchase up to 550,000 Company Ordinary Shares or 9.9% of the total outstanding shares post the Business Combination at a price not exceeding the Redemption Price of approximately $10.991 per share. These shares, labeled Forward Purchase Shares, will not be voted in favor of the Business Combination.

Upon the closing of the Business Combination, a part of the purchased shares will be classified as Commitment Shares while the remainder will be termed Prepaid Forward Purchase Shares. The Prepayment Amount, equal to the number of Forward Purchased Shares multiplied by the Redemption Price, will be paid to the Purchaser from the funds in Bowen Acquisition Corp’s trust account.

Upon the sale of the Prepaid Forward Purchase Shares, the Reference Price per share will be remitted to Bowen Acquisition Corp by the Purchaser. Any unsold Prepaid Forward Purchase Shares after twelve months from the Business Combination closing date will be returned to the Company.

The FPA outlines that the Prepaid Forward Purchase Shares cannot be sold for a price less than the Reference Price, initially set as the Redemption Price, with the option for Bowen Acquisition Corp to reduce this price if deemed necessary. As of the agreement date, 6,771,031 shares have been submitted for redemption concerning the Business Combination.

The completion of the transaction is subject to approvals, and appropriate regulatory filings have been made. However, market participants are advised to exercise caution and not solely base investment decisions on forward-looking statements associated with the transaction, as actual results may vary.

Investors and securityholders are urged to review the details of the proposed Business Combination and related matters in the Proxy Statement/Prospectus, which is available for public access through the SEC’s website.

The Company adjourned an extraordinary general meeting scheduled for January 13, 2025, to discuss and seek approval for the Business Combination to January 14, 2025. This decision was made to ensure thorough consideration of all pending matters.

The full text of the FPA can be accessed as Exhibit 10.1, and further financial information and relevant exhibits can be obtained from the SEC’s database.

This article does not solicit any proxy, consent, or authorization regarding securities or the proposed business combination. No securities offering is being made through this report.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bowen Acquisition’s 8K filing here.