New York, NY, Jan. 18, 2024 (GLOBE NEWSWIRE) — Bowen Acquisition Corp (NASDAQ: BOWN), a special purpose acquisition company, announced the execution of an agreement and plan of merger with Shenzhen Qianzhi BioTechnology Co., Ltd, 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.
