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Bowen Acquisition Corp *

Bowen Acquisition Corp *

May 19, 2023 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Shenzhen Qianzhi BioTechnology Co., Ltd

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Bowen Acquisition Corp proposes to combine with Shenzhen Qianzhi BioTechnology Co., Ltd.

  • Qianzhi BioTech, based in Shenzhen, China, is a health and wellness-focused biotech company and an early adopter and developer of plant-based and ozonated products for antibacterial, skincare, gynecological, and neurological applications. The majority of Qianzhi BioTech’s products are ozonated, oil-based, and infused with formulated herbal ingredients. Qianzhi Biotech’s other proprietary products include ozonated disinfectant products produced by ambient temperature ozone curing technology. Qianzhi BioTech believes that its ozonated disinfectants are safer, more environmentally friendly, and more efficient, as compared to traditional alcohol, chlorine or phenol-based disinfectants.

SUBSEQUENT EVENT – 1/13/25 – LINK

  • The SPAC entered into a Prepaid Share Forward Agreement with each of (i) Qianzhi Group Holding (Cayman) Limited and (ii) the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC.
    • Under this agreement, the Seller may purchase up to the lesser of (a) 550,000 Company Ordinary Shares or (b) such number of Company Ordinary Shares as shall, following the Business Combination between the Company, NewCo and Qianzhi, not to exceed 9.9% of the total number of Company Ordinary Shares to be outstanding.
    • As of January 13, 2025, the redemption price per Ordinary Shares was approximately US$10.99 per share.
    • Upon the Business Combination closing, 50,000 Purchased Shares shall be deemed  “Commitment Shares” and the remaining Forward Purchased Shares shall be deemed “Prepaid Forward Purchase Shares”.

EXTENSION – 1/10/25 – LINK

  • The SPAC approved the extension from January 14, 2025 to April 14, 2025.
    • The number of shares redeemed were not disclosed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 12/5/24 – LINK

  • The SPAC entered into a subscription agreement with Huiqin Lin. Lin will be issued an aggregate of 500,000 ordinary shares at a price of $10.00 per share, for aggregate gross proceeds of $5,000,000 (the “PIPE”).

TRANSACTION

  • In connection with the Merger, the NewCo Shareholders will receive an aggregate of 7,246,377 ordinary shares of BOWN and have the right to receive up to an additional 1,400,000 ordinary shares of BOWN upon the achievement of certain earnout targets as provided for in the Merger Agreement.
  • The transaction has been approved by the boards of directors of both BOWN and Qianzhi BioTech and is expected to be consummated in the second or third quarter of 2024.

SPAC FUNDING

  • The SPAC will use commercially reasonable efforts to solicit PIPE investors to enter into subscription agreements.

EARNOUT

  • Company:
    • An additional 1,400,000 ordinary shares of BOWN upon the achievement of certain earnout targets as provided for in the Merger Agreement.
    • The Earnout Shares will be issued if and to the extent certain net income milestones are achieved by the combined company and its subsidiaries during the fiscal years ended March 31, 2025 and 2026.

LOCK-UP

  • Sponsor:
    • The founder shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination.
  • Company:
    • Not yet specified.

NOTABLE CONDITIONS TO CLOSING

  • Bowen shareholder approval

NOTABLE CONDITIONS TO TERMINATION

  • The Agreement may be terminated by either Parent or the Company, if the closing has not occurred on or before December 31, 2024 (the “Outside Date”).

ADVISORS

  • Company Advisors:
    • Becker & Poliakoff is serving as U.S. legal advisor.
    • Jingsh & H Y Leung (Qianhai) Law Firm is serving as PRC legal advisor.
  • SPAC Advisors:
    • Graubard Miller is serving as U.S. legal advisor.
    • Han Kun Law is serving as PRC advisor.
    • Ogier is serving as Cayman legal advisor.

MANAGEMENT & BOARD

Executive Officers

Na Gai, 36
 Chairwoman of the Board of Directors

Na Gai has served as the executive president for Shenzhen Guoxing Capital Co., Ltd., an asset management and investment company based in China, since September 2015. Ms. Gai also served as a partner of Hunan Zhongsheng Hongcheng Investment Management Partnership (LP), a private equity investment company based in China, from February to May 2017. Since October 2021, she has also served as an independent director for Flag Ship Acquisition Corp., a blank check company like our company that is seeking to consummate its initial public offering. Ms. Gai received a bachelor degree of Business Administration from The Open University of China and an accounting diploma from Changsha University of Science & Technology. Ms. Gai was also certified as AFP Financial planner in August 2017. Ms. Gai is a Chinese citizen.

Jiangang Luo, 54
Chief Executive Officer

Jiangang Luo, has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014, and the president of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006. Since 2021, he has also been the president of PNE Limited Partner LLC and Luo & Long General Partner LLC, which are special purpose vehicles that were established for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before 2000, he worked as a senior information system professional in various Fortune 500 companies including China Resources Group and Liz Claiborne. Mr. Luo also served as an executive for many non-profit organizations such as Chairman of the Tsinghua Alumni Association in New York and President of New Jersey Chinese Computer Professionals Society. Mr. Luo is a member of Tsinghua Entrepreneur & Elite Club. He has invested in many cleantech/fintech companies over the last 10 years. Mr. Luo received degrees in Applied Mathematics and Computer Science from Tsinghua University, a Computer Science Masters degree from New Jersey Institute of Technology and a masters degree in Computational Mathematics from Tsinghua University. Mr. Luo is a US citizen.

Jing Lu, 58
Chief Financial Officer

Dr. Jing Lu has more than 20 years of experience in the financial service industry. Dr. Lu has served as a Managing Director and then Chief Operating Officer of China Bridge Capital International Inc., a PE/VC investment advisory company specialized in innovative technologies from 2017 to 2019 and since March 2021. She has also served as Chief Financial Officer of Keyarch Acquisition Corporation, a blank check company similar to our company, since March 2021. She also served as Chief Investment Officer for the New Hope Fertility Center (NHFC) from 2019 to 2021, sourcing and managing PE investments, bank loans and government PPP loans. Prior to China Bridge Capital, Dr. Lu was President of ACE AV Consulting Inc. from 2005 to 2017. Dr. Lu was an Executive Director at CIBC World Markets in 2001 working on corporate securities. Between 1998 and 2001, Dr. Lu worked at the Federal Reserve Bank of New York as a bank regulator and supervisor, working on Basel Capital Accords as well as examining banks’ implementation of the Basel Accords. Before moving to New York, Dr. Lu was a professor of economics at York University in Canada for four years, specializing her teaching and research in Macroeconomics, Institutional Economics, and Econometrics. Dr. Lu received a Ph.D. and M.A. in Economics from Western University in Canada, a Graduate Certificate in Economics from the People’s University in China, and a B.A in World Economy from Fudan University in China. Dr. Lu is a U.S. citizen and resident of the State of New York.

Board of Directors

Lawrence Leighton, 88
Independent Director Nominee

Lawrence Leighton is a seasoned international investment banker with approximately 50 years of experience. He has led a number of large-scale U.S. IPOs as well as international mergers and acquisitions. Mr. Leighton has served as a Managing Director of Bentley Associates, a boutique investment bank, since 1997. In 1989, he became President and Chief Executive Officer of UI USA, the US subsidiary of Union d’Ètudes et d’Investissements, the merchant banking arm of Credit Agricôle, the largest bank in France. From 1982 to 1989, Mr. Leighton served as a Managing Director of Chase Bank. Previously, he was a Limited Partner at Bear, Sterns & Co., focusing on international mergers and acquisitions. Starting in 1974, he was with Norton Simon as the Director of Strategic Planning/Mergers & Acquisitions. Before Norton Simon, Mr. Leighton was with Clark, Dodge & Co. where he became Co-Head of the Corporate Finance Department. He has been a member of the board of directors of Bon Natural Life Limited, a natural products and ingredients business, since June 2021. Mr. Leighton received a B.S.E. degree from Princeton University and an M.B.A. from Harvard Business School. Mr. Leighton is a U.S. Citizen.

Wei Li, 44
Independent Director Nominee

Wei Li has five years of Wall Street experience at 1st-tier financial institutions including Barclays Capital and HSBC. Ms. Li is the co-founder and has served as CEO of Hyatt Capital Management, a private investment fund and financial service company dedicated in impact investing in the Asian pacific area, since 2018. Previously, Ms. Li served as Managing Director and Head of Structured Finance at China Renaissance (HK.1911), a leading boutique Chinese investment bank in Shanghai, from 2016 to 2018. She was Executive Director & Head of Private Credit Investment at CITIC Securities (SH.600030), an investment bank, from 2011 to 2016. Ms. Li received a M. Phil degree in Land Economy from University of Cambridge and is a Ph.D candidate from University of Rochester. Ms. Li is a CFA charter-holder.

Jun Zhang, 59
Independent Director Nominee

Jun Zhang has served as Senior Partner and Associate Director at Zhongshenzhonghuan Accounting Firm (Shenzhen Branch) since 2000. From 1994 to 2000, he served as Partner and Associate Director at Shenzhen Wenwu Accounting Firm. From 1989 to 1994, he was the Senior Manager at Shenzhen Shekou Zhonghua Accounting Firm. He served as Project Manager at Wuhan Accounting Firm of Wuhan Finance Bureau from 1986 to 1989. Mr. Zhang received a Master’s degree in Management from Zhongnan University of Economics and Law and Bachelor’s degree in Financial Accounting from Jianghan University. He is a CPA in China. Mr. Zhang is a Chinese citizen.

 

ByAnthony Sozzi