Bowen (NASDAQ:BOWN) has signed a merger agreement with Qianzhi BioTech for up to $86 million in share compensation.

The Shenzhen, China-based company provides plant-based remedies for various medical conditions.

The combined company is expected to trade on the Nasdaq once the deal is completed in the second or third quarter of 2024.

Transaction Overview

Bowen has about $69.7 million in its current trust and has not yet supplemented this with additional committed financing.

Qianzhi BioTech shareholders are to receive 7,246,377 shares as consideration initially and may receive up to 1,400,000 additional shares through an earnout of unspecified terms.

The parties have not yet released their merger documents or an investor presentation, but Bowen’s profile page will be updated once additional information is made available.

Quick Takes: As a relatively young SPAC, Bowen bucks a recent trend of SPACs making deals once they were long in the tooth.

Of the 20 SPACs that have announced business combinations since the beginning of December 2023, Bowen is only the third to have also IPO’d itself in the year 2023. Many others are far older and some are approaching three years since listing.

Bowen listed just over six months ago and aside from displaying a more focused and deliberate search process, this speed brings with it the advantage of not having had to stick it out through multiple extensions to get it to this point.

It is in fact the first SPAC to announce a transaction in 2024 that has not yet called an extension vote, and it may not have to because its first deadline would come up on October 14, 2024 and it can automatically extend this to January 14, 2025 by contributing $0.10 per share.

Bowen may have succeeded in getting to a deal this early due to its local familiarity with businesses in the China’s Shenzhen province where Qianzhi BioTech is based. Bowen Chairwoman Na Gai’s day job is as executive president of Guoxing Capital, an asset management and investment company based in the province. Its director Jun Zhang has also served as an executive at a series of Shenzhen-based accounting firms.

Then again, they may also have been Qianzhi BioTech customers as well.

Like Mediforum, which announced a SPAC deal with Vision Sensing (NASDAQ:VSAC) earlier this week, Qianzhi BioTech specializes in products that bridge the gap between traditional Asian remedies and modern medicine. It is therefore able to distribute its products through consumer channels rather than through the strictly medical supply chain.

While it does not appear to have an English-language internet presence, the parties’ press release describes its product portfolio as consisting of plant-based and ozonated products used for “anti-bacterial, skincare, gynecological and andrological applications.” Most are oil-based and infused with herbal ingredients.

It also has developed a line of disinfectants that use an ozonated process that it believes is safer and more environmentally friendly than traditional alcohol, chlorine or phenol-based cleaners.

Aside from that, however, the parties have released next to no other information on the state of the company’s business or its growth strategy. As with many Asia-based SPACs, investors may have to wait until an S-4 is filed to get much of a look under the Qianzhi’s hood.

ADVISORS

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