Under the merger agreement, NewCo shareholders are entitled to receive an aggregate of 7,246,377 Bowen ordinary shares (the "Merger Shares," a portion of which is to be held in escrow for indemnification) plus the right to receive up to an additional 1,400,000 Bowen ordinary shares ("Earnout Shares") if the combined company achieves certain net income milestones for the fiscal years ended March 31, 2025 and 2026, or upon a change of control during the earnout period. The 424B3 proxy states that the "Merger Consideration being paid to Qianzhi" was $75 million. This followed a non-binding letter of intent that had proposed a pre-money equity value for Qianzhi of between $60 million and $80 million, with earnout consideration equal to 20% of that pre-money equity value. Bowen's financial advisor, Newbridge Securities, separately calculated an implied enterprise value for Qianzhi of $97.1 million using a comparable public company analysis (applying an average 24.4x price-to-earnings multiple, derived from 25.5x in 2023 and 23.4x in 2024E among seven selected comparable companies, to the midpoint of Qianzhi's 2023 and 2024E net income of $4.0 million), and, after adding net debt of approximately $4.9 million, an implied equity value of $101.8 million. The proxy notes the comparable companies used in that analysis had considerably larger market capitalizations (ranging from $10.7 billion to $353.4 billion) and 2023 revenues (ranging from $5.5 billion to $81.5 billion) than Qianzhi, which had 2023 revenue of $10.1 million. In connection with the Business Combination Agreement, Bowen also entered into a subscription agreement with investors for a PIPE financing of $5.0 million through the sale of 500,000 Bowen ordinary shares at $10.00 per share.
According to the proxy's background section, Bowen reviewed approximately 20 potential targets, engaged in detailed due diligence with four, and ultimately declined to proceed with three other candidates before selecting Qianzhi: a China-based industrial intelligent equipment producer that did not provide requested due diligence information, a China-based integrated medical services provider that lacked PCAOB audit readiness, and a Korea-based AI disaster-prevention company that was leaning toward pursuing its own IPO instead. Bowen was introduced to Qianzhi in September 2023 through Bowen independent director Jun Zhang's personal relationship with Qianzhi's CFO, Liangwen Wang. The proxy discloses that Graubard Miller served as U.S. legal counsel to Bowen, Han Kun Law Offices was engaged on October 19, 2023 "to advise [Bowen] on matters of PRC law and to conduct PRC legal due diligence," Ogier served as Cayman Islands counsel passing on the validity of the Bowen ordinary shares to be issued, Becker & Poliakoff LLP served as U.S. legal counsel to Qianzhi, and Jingsh & H Y Leung served as Qianzhi's PRC legal counsel.
Bowen's shareholders approved the business combination with Qianzhi at an extraordinary general meeting held in January 2025. However, more than a year and a half after that vote, the transaction still has not closed. Bowen has held a series of shareholder votes to extend its deadline to complete a business combination -- to April 14, 2025, July 14, 2025, December 14, 2025, and most recently to December 31, 2026 (approved at a June 11, 2026 meeting) -- with public shareholders redeeming shares at each vote. Cumulative redemptions have reduced the trust account from approximately $9.3 million after the January 2025 vote to $2.18 million following the June 2026 extension vote, with only 188,742 public shares remaining outstanding. On July 10, 2026, Nasdaq filed a Form 25-NSE with the SEC to remove Bowen's units, ordinary shares and rights from listing, following a Nasdaq hearing panel's October 2025 decision to delist the securities. Bowen's financial statements for fiscal 2025 and 2024 carried a going-concern qualification from its outside auditor, UHY LLP, and on September 9, 2026 Bowen dismissed UHY and engaged INBERGO CPA LLP as its new independent registered public accounting firm, as disclosed in an 8-K/A filed September 30, 2026.
No closing 8-K, termination notice, or other filing confirming consummation of the Qianzhi merger was identified in Bowen's SEC filing history through its most recent 10-Q (filed October 1, 2026). The deal therefore remains pending, though the repeated extensions, heavy shareholder redemptions, Nasdaq delisting, going-concern opinion and auditor change collectively indicate a transaction that has been significantly delayed since shareholder approval in January 2025. Pro forma ownership splits, specific synergy targets, and EPS accretion/dilution figures for the combined company were not disclosed in the filings reviewed.