Bowen Acquisition Corp (NASDAQ: BOWN) (“BOWN”), a special purpose
acquisition company, announced the execution of an agreement and
plan of merger (the “Merger Agreement”) with Shenzhen Qianzhi
BioTechnology Co., Ltd (“Qianzhi BioTech”), a biotech company
engaged in development, manufacturing and sales of ozonated health
and wellness products in China.
Pursuant to the Merger Agreement, BOWN’s wholly
owned subsidiary, Bowen Merger Sub, a Cayman Islands exempted
company, will merge (the “Merger” or the “Business Combination”)
with and into Qianzhi Group Holding (Cayman) Limited, parent of
Qianzhi BioTech and an exempted company incorporated with limited
liability in the Cayman Islands (“NewCo”), with NewCo being the
surviving company of the Merger and becoming a wholly-owned
subsidiary of BOWN. 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, subject to
regulatory and stockholder approval by the stockholders of BOWN and
NewCo and the satisfaction of certain other customary closing
conditions. The majority shareholder of NewCo has agreed to vote in
favor of the Merger.
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 andrological
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.
Upon the closing of the Merger, the combined
company is expected to remain a NASDAQ-listed public company
trading under a new ticker symbol. However, there can be no
assurance that the combined company will remain listed on NASDAQ.
Qianzhi BioTech’s executive management team will continue to lead
the combined company.
“Bowen recognizes Qianzhi BioTech’s excellent
products, purpose-driven mission and sustainable operations, which
improve the well-being of its customers and communities and shape a
promising future,” said Mr. Jiangang Luo, Chief Executive Officer
of BOWN. “We are excited to partner with Qianzhi BioTech in this
business combination and look forward very much to consummating
this transaction. We believe that, with the value proposition that
Bowen brings, Qianzhi BioTech will have the ability to expand its
market and create significant value for stockholders over
time.”
The description of the Merger Agreement and the
terms of the Merger and the transactions contemplated by the Merger
Agreement contained herein is only a summary and is qualified in
its entirety by reference to the Merger Agreement relating to the
transaction. For additional information, see BOWN’s Current Report
on Form 8-K, which will be filed promptly and can be obtained at
the website of the U.S. Securities and Exchange Commission (“SEC”)
at www.sec.gov.
Advisors
Graubard Miller is serving as U.S. legal advisor
to BOWN, Han Kun Law and Ogier are serving as PRC and Cayman legal
advisors, respectively to BOWN. Becker & Poliakoff is serving
as U.S. legal advisor to Qianzhi BioTech, and Jingsh & H Y
Leung (Qianhai) Law Firm is serving as PRC legal advisor to Qianzhi
BioTech.
About Shenzhen Qianzhi BioTech Company
Limited
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 andrological
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.
About Bowen
Acquisition Corp
Bowen Acquisition Corp is a blank check company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. While the
Company will not be limited to a particular industry or geographic
region in its identification and acquisition of a target company,
the Company intends to focus its search on businesses throughout
Asia.
Cautionary Note Regarding Forward Looking
Statements
This press release may contain statements that
constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning BOWN’s and Qianzhi
BioTech’s possible or assumed future results of operations,
business strategies, debt levels, competitive position, industry
environment, potential growth opportunities, and the effects of
regulation, including whether the Business Combination will
generate returns for stockholders or shareholders, respectively.
These forward-looking statements are based on BOWN’s or Qianzhi
BioTech’s management’s current expectations, projections, and
beliefs, as well as a number of assumptions concerning future
events. When used in this communication, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose,” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not
guarantees of future performance, conditions, or results, and
involve a number of known and unknown risks, uncertainties,
assumptions, and other important factors, many of which are outside
of BOWN's or Qianzhi BioTech’s management’s control, that could
cause actual results to differ materially from the results
discussed in the forward-looking statements. These risks,
uncertainties, assumptions, and other important factors include,
but are not limited to: (a) the occurrence of any event, change, or
other circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Business Combination; (b) the outcome of any legal
proceedings that may be instituted against BOWN, Qianzhi BioTech,
or others following the announcement of the Business Combination
and any definitive agreements with respect thereto; (c) the
inability to complete the Business Combination due to the failure
to obtain the approval of the stockholders of BOWN, to obtain
financing to complete the Business Combination or to satisfy other
conditions to closing; (d) changes to the proposed structure of the
Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (e) the
ability to meeting the applicable stock exchange listing standards
following the consummation of the Business Combination; (f) the
risk that the Business Combination disrupts current plans and
operations of Qianzhi BioTech or its subsidiaries as a result of
the announcement and consummation of the transactions described
herein; (g) the ability to recognize the anticipated benefits of
the Business Combination, which may be affected by, among other
things, competition, the ability of Qianzhi BioTech to grow and
manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (h) costs
related to the Business Combination; (i) changes in applicable laws
or regulations, including legal or regulatory developments
(including, without limitation, accounting considerations) which
could result in the need for BOWN to restate its historical
financial statements and cause unforeseen delays in the timing of
the Business Combination and negatively impact the trading price of
BOWN’s securities and the attractiveness of the Business
Combination to investors; (j) the possibility that BOWN and Qianzhi
BioTech may be adversely affected by other economic, business,
and/or competitive factors; (k) Qianzhi BioTech’s ability to
execute its business plans and strategies; (l) Qianzhi BioTech’s
estimates of expenses and profitability; (m) the risk that the
transaction may not be completed by BOWN’s business combination
deadline and the potential failure to obtain extensions of the
business deadline if sought by BOWN; (n) other risks and
uncertainties indicated from time to time in the final prospectus
of BOWN relating to its initial public offering filed with the SEC,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by BOWN. Copies are available on
the SEC’s website, www.sec.gov. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and BOWN and Qianzhi BioTech assume
no obligation and, except as required by law, do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
BOWN nor Qianzhi BioTech gives any assurance that either BOWN or
Qianzhi BioTech will achieve its expectations.
Additional Information about the Business Combination
and Where to Find It
In connection with the proposed Business
Combination between BOWN and Qianzhi BioTech, BOWN will file a
registration statement on Form F-4 (as may be amended from time to
time, the “Registration Statement”) that will include a preliminary
proxy statement of BOWN and a registration statement/preliminary
prospectus of Qianzhi BioTech, and after the Registration Statement
is declared effective, BOWN will mail a definitive proxy
statement/prospectus relating to the Business Combination to its
stockholders. The Registration Statement, including the proxy
statement/prospectus contained therein, when declared effective by
the SEC, will contain important information about the Business
Combination and the other matters to be voted upon at a meeting of
BOWN’s stockholders to be held to approve the Business Combination
and related matters. This communication does not contain all of the
information that should be considered concerning the Business
Combination and other matters and is not intended to provide the
basis for any investment decision or any other decision in respect
to such matters. BOWN and Qianzhi BioTech may also file other
documents with the SEC regarding the Business Combination. BOWN
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus when available and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the Business
Combination, as these materials will contain important information
about BOWN, Qianzhi BioTech, and the Business Combination.
When available, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to BOWN stockholders as of a record date
to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed or that will be
filed with the SEC through BOWN through the website maintained by
the SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants in the
Solicitation
BOWN, Qianzhi BioTech, and their respective
directors and officers may be deemed participants in the
solicitation of proxies of BOWN stockholders in connection with the
Business Combination. BOWN stockholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of BOWN and a description of
their interests in BOWN is contained in BOWN’s final prospectus
related to its initial public offering, dated July 11, 2023, and in
BOWN’s subsequent filings with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to BOWN stockholders in connection with the
Business Combination and other matters to be voted upon at the BOWN
stockholder meeting will be set forth in the Registration
Statement. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Business Combination will be included in the Registration Statement
that BOWN and Qianzhi BioTech intend to file with the SEC. You will
be able to obtain free copies of these documents as described in
the preceding paragraph.
No Offer or Solicitation
This press release relates to a proposed
Business Combination between BOWN and Qianzhi BioTech. This press
release does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange any securities, or a
solicitation of any vote or approval, nor shall there be any sale
or exchange of securities in any jurisdiction in which such offer,
solicitation, sale, or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
For investor and media inquiries,
please contact:
Jiangang LuoChief Executive Officerjiangangluo@bowenspac.com
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