UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
Item 4.01. Changes in Registrant’s Certifying Accountant.
On September 9, 2026, Bowen Acquisition Corp (the “Company”) notified UHY LLP (“UHY”) that the Board of Directors of the Company (the “Board”) had determined to dismiss UHY as the Company’s independent registered public accounting firm. On August 31, 2026, the Audit Committee of the Board (the “Audit Committee”) had previously approved the engagement of INBERGO CPA LLP (“INBERGO”) as the Company’s new independent registered public accounting firm.
UHY has not issued an audit report on the Company’s financial statements for the fiscal year ended December 31, 2025. UHY’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. UHY’s reports included explanatory paragraphs regarding substantial doubt about the Company’s ability to continue as a going concern; UHY’s opinions were not modified with respect to that matter.
During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through September 9, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements. During the same period, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in the Company’s internal control over financial reporting related to the Company’s lack of a qualified SEC reporting professional that was previously disclosed in the Company’s filings with the Securities and Exchange Commission.
During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through August 31, 2026, neither the Company nor anyone acting on its behalf consulted INBERGO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that INBERGO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided UHY with a copy of the disclosures in this Item 4.01 and has requested that UHY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not UHY agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of UHY’s letter, dated September 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 16.1 | Letter from UHY LLP to the Securities and Exchange Commission, dated September 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 30, 2026 | BOWEN ACQUISITION CORP | |
| By: | /s/ Jiangang Luo | |
| Name: | Jiangang Luo | |
| Title: | Chief Executive Officer | |