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                                                            October 29, 2024

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

Liangwen Wang
Chief Financial Officer
Qianzhi Group Holdings (Cayman) Limited
1705, Block B, KK 100 Building
5016 East Shennan Road
Luoho District, Shenzhen
Guangdong Province, 51800
Peoples Republic of China

       Re: Bowen Acquisition Corp
           Amendment No. 2 to Registration Statement on Form S-4
           Filed October 21, 2024
           File No. 333-282021
Dear Jiangang Luo and Liangwen Wang:

     We have reviewed your amended registration statement and have the
following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our October 9,
2024 letter.
 October 29, 2024
Page 2
Amendment No. 2 to Registration Statement on Form S-4 filed October 21, 2024
Potential Dilution to Non-Redeeming Bowen Public Shareholders, page 109

1.     We note your revised disclosure in response to previous comment 2. It
appears that
       you are adjusting net tangible book value by $3,145,944 to account for
the estimated
       total Business Combination transaction expenses, but are not making any
additional
       adjustment to reflect the repayment of the $690,000 loan from Qianzhi
and the IPO
       Underwriter to the Company for the extension of Combination Period. We
note that
       the repayment of this loan appears to be reflected separately from the
total transaction
       expenses in footnote (11) to the unaudited pro forma condensed combined
balance
       sheet on page 144. Please revise your presentation to reflect the
repayment of this loan
       or advise.
Unaudited Pro Forma Financial Statements
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information,
page 147

2.     With respect to note (7), it appears that the adjustments on page 144,
which reflect the
       reclassification of 6.9 million shares and the cash paid for the
redemption, were not
       based on the redemption price of $10.62. Please reconcile this
discrepancy or provide
       an explanation otherwise.
Note 4 - Net Loss Per Share, page 148

3.     Regarding your transactional adjustment on earn-out shares, you stated
in your
       response letter dated September 10, 2024, that the earn-out shares are
included
       as equity and in the Merger consideration because the milestones are
achievable. It
       appears that the 1.4 million earn-out shares are included in the pro
forma shares of the
       combined company common stock issued and outstanding immediately after
the
       merger, as shown on page 143. In this regard, please explain why such
shares are not
       included in the basic net loss per share calculation.
       Please contact Christie Wong at 202-551-3684 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at
202-551-
7153 with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Industrial Applications and
                                                            Services
cc:   Jeffrey Gallant, Esq.
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