Sec Form 3 Filing - Gai Na @ Bowen Acquisition Corp - 2023-07-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gai Na
2. Issuer Name and Ticker or Trading Symbol
Bowen Acquisition Corp [ BOWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Chairwoman of the Board
(Last) (First) (Middle)
C/O BOWEN ACQUISITION CORP, 420 LEXINGTON AVE, SUITE 2446
3. Date of Earliest Transaction (MM/DD/YY)
07/11/2023
(Street)
NEW YORK, NY10170
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 1,478,250 ( 1 ) ( 2 ) I ( 3 ) by Createcharm Holdings Ltd ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights ( 2 ) ( 2 ) ( 2 ) < span class="form4-data"> Ordinary Shares ( 2 ) 31,200 I ( 3 ) by Createcharm Holdings Ltd ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gai Na
C/O BOWEN ACQUISITION CORP
420 LEXINGTON AVE, SUITE 2446
NEW YORK, NY10170
X Chairwoman of the Board
Createcharm Holdings Ltd
C/O BOWEN ACQUISITION CORP
420 LEXINGTON AVE., SUITE 2446
NEW YORK, NY10170
X
Signatures
/s/ Na Gai 07/11/2023
Signature of Reporting Person Date
/s/ Na Gai, as Sole Director and Shareholder of Createcharm Holdings Ltd 07/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes up to 161,250 shares that may be forfeited if the underwriters of the Issuer's initial public offering do not exercise the overallotment option in full.
( 2 )Includes securities underlying units which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit consists of one ordinary share and one one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of Issuer's initial business combination, and which rights do not have an expiration date. Does not include securities underlying up to 29,782 units which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.
( 3 )The securities are owned directly by Createcharm Holdings Ltd, a ten percent owner of the Issuer. Na Gai, a director on and the Chairwoman of the Issuer's board of directors, is the sole director and shareholder of Createcharm Holdings Ltd. Ms, Gai disclaims beneficial ownership of the securities held by Createcharm Holdings Ltd, except to the extent of her pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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