United States securities and exchange commission logo





                               May 10, 2023

       Jiangang Luo
       Chief Executive Officer
       Bowen Acquisition Corp
       420 Lexington Ave, Suite 2446
       New York, NY 10170

                                                        Re: Bowen Acquisition
Corp
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 17,
2023
                                                            CIK No. 0001973056

       Dear Jiangang Luo:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Form DRS Submitted April 17, 2023

       Cover Page

   1.                                                   Please disclose whether
and how the Holding Foreign Companies Accountable Act, as
                                                        amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect
                                                        your company. Your
prospectus summary should address, but not necessarily be limited
                                                        to, the risks
highlighted on the prospectus cover page.
   2.                                                   Please clarify that the
public shareholders will not have the opportunity to vote if the
                                                        board extends the
period of time to consummate the business combination for up to
                                                        18 months.
 Jiangang Luo
Bowen Acquisition Corp
May 10, 2023
Page 2
3.    Please clarify on page iii whether your sponsors are located in China. We
note your
      disclosure on page 117 that Na Gai is the sole director and shareholder
of Createcharm
      Holdings Ltd.
Risk Factors, page 29

4.    Please include a risk factor that describes the potential material effect
on your
      shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
      Act in August 2022. If applicable, include in your disclosure that the
excise tax could
      reduce the trust account funds available to pay redemptions or that are
available to the
      combined company following a de-SPAC. Describe the risks of the excise
tax applying to
      redemptions in connection with:
          liquidations that are not implemented to fall within the meaning of
"complete
           liquidation" in Section 331 of the Internal Revenue Code;
          extensions, depending on the timing of the extension relative to the
when the SPAC
           completes a de-SPAC or liquidates, and
          de-SPACs, depending on the structure of the de-SPAC transaction.
      Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
      shares such that their redemptions would subject the SPAC to the stock
buyback excise
      tax, the remaining shareholders that did not elect to redeem may
economically bear the
      impact of the excise tax.
       You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713
with any
other questions.



                                                            Sincerely,
FirstName LastNameJiangang Luo
                                                            Division of
Corporation Finance
Comapany NameBowen Acquisition Corp
                                                            Office of Real
Estate & Construction
May 10, 2023 Page 2
cc:       Jeffrey M. Gallant
FirstName LastName