8-K: Bowen Acquisition Corp. Changes Independent Auditor

Bowen Acquisition Corp. has dismissed UHY LLP as its independent registered public accounting firm and appointed INBERGO CPA LLP, though the former auditor declined to provide a letter of agreement due to outstanding fees.

Summary

• Bowen Acquisition Corp. has dismissed its independent registered public accounting firm, UHY LLP, effective September 9, 2026.
• The company's Audit Committee approved the engagement of INBERGO CPA LLP as the new independent registered public accounting firm on August 31, 2026.
• UHY LLP did not issue an audit report for the fiscal year ended December 31, 2025.
• UHY LLP's reports for fiscal years 2024 and 2023 did not contain adverse opinions but did include explanatory paragraphs regarding substantial doubt about the company's ability to continue as a going concern.
• There were no disagreements between the company and UHY LLP on accounting principles or practices during the relevant periods.
• A material weakness in internal control over financial reporting related to the lack of a qualified SEC reporting professional was previously disclosed.
• The company consulted INBERGO CPA LLP regarding accounting principles and financial reporting issues, and INBERGO did not provide advice that was considered a significant factor in the company's decisions.
• Due to outstanding fees, UHY LLP declined to provide a letter to the SEC stating whether it agrees with the company's disclosures regarding the change in accountants.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the dismissal of the auditor and the auditor's refusal to provide a letter of agreement, coupled with a going concern disclosure. This raises concerns about financial transparency and stability.

Positives

• The company has appointed a new independent registered public accounting firm, INBERGO CPA LLP, to ensure continued audit services.
• There were no disagreements on accounting principles or practices between Bowen Acquisition Corp. and its former auditor, UHY LLP.

Negatives

• Bowen Acquisition Corp. dismissed its independent auditor, UHY LLP.
• UHY LLP's audit reports for fiscal years 2024 and 2023 included explanatory paragraphs regarding substantial doubt about the company's ability to continue as a going concern.
• UHY LLP declined to provide a letter of agreement regarding the company's disclosures due to outstanding fees.
• A material weakness in internal control over financial reporting related to the lack of a qualified SEC reporting professional was previously disclosed.

Risks

• Substantial doubt exists regarding the company's ability to continue as a going concern, as noted in previous audit reports.
• The dismissal of an auditor and the auditor's refusal to provide a letter of agreement due to outstanding fees could raise concerns among investors regarding financial transparency and management's financial stewardship.
• A previously disclosed material weakness in internal control over financial reporting related to the lack of a qualified SEC reporting professional may persist or impact future financial reporting accuracy.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the change in auditor and the ongoing concerns about the company's ability to continue as a going concern suggest a period of heightened scrutiny and potential challenges.

Management Comments

• 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.
• Due to outstanding fees owed by the Company to UHY, UHY declined to provide the requested letter.

Industry Context

StockSavvy.ai notes that changes in independent auditors, especially when accompanied by auditor refusal to provide a letter of agreement and prior going concern disclosures, can be a red flag for investors. This situation often leads to increased scrutiny of a company's financial health and reporting practices within the SPAC and broader financial industry.

Corporate Governance

Stakeholder Impact

• Shareholders may experience increased uncertainty and potential negative impact on stock price due to the auditor change and going concern disclosures.
• Creditors may face increased risk if the company's financial stability is further compromised.
• Potential investors may be deterred by the lack of auditor agreement and ongoing financial concerns.

Next Steps

• Bowen Acquisition Corp. will work with its new independent registered public accounting firm, INBERGO CPA LLP, for future audits.
• The company will continue to address its internal control weaknesses, particularly regarding the need for a qualified SEC reporting professional.

Key Dates

Recommendation

The dismissal of the auditor, coupled with the auditor's refusal to provide a letter of agreement due to outstanding fees and prior going concern disclosures, presents significant risks. These factors suggest potential financial instability and a lack of transparency, making it prudent for investors to consider selling their holdings.

Keywords

Independent Accountant Change, Audit Firm Dismissal, Going Concern, Internal Controls, Financial Reporting, Audit Opinion, SEC Disclosure, Accounting Principles