Jiangang Luo
About Jiangang Luo
Jiangang Luo is Chief Executive Officer of Bowen Acquisition Corp (BOWN), serving in that capacity across multiple SEC filings since at least August 2023 and continuing through 2025 . He is a U.S. citizen with degrees in Applied Mathematics and Computer Science from Tsinghua University, a Computer Science M.S. from New Jersey Institute of Technology, and a master’s in Computational Mathematics from Tsinghua University . Prior roles include investment and consulting leadership across cleantech and technology, with experience at Oracle as Principal Consultant (2000–2006) and senior IS roles at Fortune 500 firms; he has led Cleantech Global Limited since 2014 and Prime Science & Technology, Inc. since 2006, and has invested in cleantech/fintech for the last decade . As a SPAC CEO, executive cash compensation has been disclosed as zero, with sponsor administrative and consulting arrangements in place for corporate services; no TSR, revenue or EBITDA performance metrics tied to his pay are disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleantech Global Limited | Manager | 2014–present | Investment consulting leadership; cleantech investing mandate |
| Prime Science & Technology, Inc. | President | 2006–present | Computer/software consulting and IT outsourcing operations |
| PNE Limited Partner LLC; Luo & Long General Partner LLC | President | 2021–present | SPVs for investing in Princeton NuEnergy (US cleantech) |
| Faith Asset Management LLC | Managing Partner | 2011–2016 | Global investment firm focused on clean energy |
| Oracle | Principal Consultant | 2000–2006 | Technology consulting; enterprise systems expertise |
| China Resources Group; Liz Claiborne | Senior Information Systems professional | Pre-2000 | Senior IS roles at Fortune 500 firms |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tsinghua Alumni Association (New York) | Chairman | Not disclosed | Alumni leadership; network development |
| New Jersey Chinese Computer Professionals Society | President | Not disclosed | Professional society executive leadership |
| Tsinghua Entrepreneur & Elite Club | Member | Not disclosed | Entrepreneurial network affiliation |
Fixed Compensation
| Component | Structure | Amount | Notes |
|---|---|---|---|
| Base Salary | Executive cash compensation for officers | $0 | “No executive officer has received any cash compensation” |
| Target Bonus | Not disclosed | N/A | No cash programs disclosed |
| Actual Bonus Paid | None | $0 | No bonuses disclosed |
| Administrative services (sponsor) | Office space & admin services | $10,000 per month | Paid to Bowen Holding LP; corporate services, not executive salary |
| Consulting (TenX Global Capital) | SEC reporting support | $5,250 per quarter | Corporate consulting arrangement, not executive compensation |
Performance Compensation
| Incentive Type | Metric Linkage | Grant/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs/PSUs | None disclosed | None | N/A | No equity awards granted since formation to executive officers or directors |
| Options | None disclosed | None | N/A | No options or SARs granted since formation |
| Incentive Equity Plan | To be used post-Transactions | Approved Jan 2025 | Not specified | Shareholders approved an incentive plan in connection with the Transactions; grants contingent on consummation |
| Performance metrics tied to pay | Not disclosed | N/A | N/A | No revenue/EBITDA/TSR-linked pay disclosed |
Equity Ownership & Alignment
| As-of Date | Officers & Directors Beneficially Owned (shares) | Approx. % of Shares Outstanding | Jiangang Luo Direct Ownership | Sponsor Founder Shares/Private Shares |
|---|---|---|---|---|
| Oct 22, 2024 | 2,066,782 | 22.5% | <1% | Founder Shares 1,725,000; Private Shares 341,782 |
| Mar 19, 2025 | 2,066,782 | 66.3% | <1% | Founder Shares 1,725,000; Private Shares 341,782 |
| Jun 11, 2025 | 2,066,782 | 67% | <1% | Founder Shares 1,725,000; Private Shares 341,782 |
- Founder/Sponsor holdings are concentrated in Createcharm Holdings Ltd (1,497,532 shares) and Bowen Holding LP (569,250 shares), with individuals potentially holding indirect interests; beneficial ownership footnotes disclaim indirect attribution to executives through sponsor interests .
- Structural alignment and pressure: Sponsors and insiders benefit from completing a business combination; if extension fails and liquidation occurs, founder and private shares become worthless, creating strong incentives to close a deal .
Employment Terms
- Executive employment agreements for Luo are not disclosed; the company notes employment agreements to be executed for target company executives prior to closing, not for BOWN’s CEO .
- Non-compete agreements referenced relate to target company parties prior to merger closing .
- No severance or change-of-control economics for BOWN executives are disclosed in the filings reviewed .
Performance & Track Record
- Execution activities: Luo signed multiple SEC filings (10-Qs, 10-K, NT 10-Q, and 8-Ks) throughout 2023–2025 as CEO, evidencing continuity of leadership .
- Business combination process: Shareholders approved the Qianzhi business combination in January 2025; multiple extensions and redemptions have reduced public float and increased insider percentage ownership over time .
- Controls: Company disclosed material weakness due to lack of qualified SEC reporting professional; remediation plans underway, which poses execution risk on reporting quality .
- Regulatory/Listing risk: Company filed an 8-K under “Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing,” signed by Luo on July 18, 2025, implying listing compliance challenges .
Board Governance
- Compensation Committee members: Lawrence Leighton (Chair), Wei Li, Jun Zhang; functions include CEO pay review/approval, officer compensation, and incentive plan administration .
- Independence: Committee members meet Nasdaq independence standards applicable to compensation committees .
Related Party Transactions and Conflicts (Risk Indicators)
- Administrative Services Agreement: $10,000 per month paid to Bowen Holding LP for office/admin services; Bowen waived any claim to trust account funds under this agreement .
- Consulting: TenX Global Capital (member of Bowen Holding LP) engaged for quarterly SEC reporting support ($5,250/quarter) .
- Sponsor/Underwriter loans: October 14, 2024 loans of $690,000 deposited into trust to extend timeline; repayable upon business combination .
- Conflicts: Filings repeatedly disclose that sponsors, directors, and officers have interests differing from public shareholders (founder/private shares and potential future arrangements), and their holdings give them control in extension votes .
Risk Indicators & Red Flags
- CFIUS/foreign ownership risk: Majority of directors/executives have significant ties to China; CFIUS review could delay or block transactions .
- PFIC status: As a Cayman-incorporated blank check company, PFIC tax treatment for U.S. holders is likely without start-up exception, complicating shareholder tax outcomes .
- Internal control weakness: Material weakness in SEC reporting staffing as disclosed; remediation ongoing .
- Listing compliance: 8-K filed under notice of delisting or failure to satisfy a continued listing rule; signature by Luo indicates ongoing listing risk .
- Liquidity mechanics: High redemption activity concentrates insider ownership and reduces trust balance, raising financing and float concerns for post-merger execution .
Compensation Structure Analysis
- Cash vs. equity mix: Zero cash compensation to executive officers; no equity grants to date; incentive plan approved but contingent on Transactions—indicating largely at-risk value through sponsor economics rather than salary .
- Shift to RSUs/options: None so far; incentive plan approved for potential future grants post-combination .
- Guaranteed vs. at-risk: Founder/private shares become worthless in liquidation, placing insiders’ economics at risk and aligning with completion of business combination .
- Discretionary bonuses/repricing: None disclosed .
Equity Ownership Details (Supplemental)
| Holder | Shares | % | Notes |
|---|---|---|---|
| Createcharm Holdings Ltd | 1,497,532 | 48.1% (as of June 11, 2025) | Sole director/shareholder: Na Gai; beneficial attribution disclaimed except pecuniary interest |
| Bowen Holding LP | 569,250 | 18.3% (as of June 11, 2025) | Managing member Bowen Management LLC; manager Dahe Zhang |
| Jiangang Luo (direct) | Less than 1% | <1% | Footnote notes possible indirect interests through Bowen Holding LP partnership |
| Officers/Directors group | 2,066,782 | 67% (as of June 11, 2025) | Founder+Private shares with voting rights on extensions |
Employment Terms
- Start date/tenure: Luo served as CEO in filings from August 2023 onward; precise appointment date not disclosed in reviewed docs .
- Non-compete/severance/change-of-control: Not disclosed for Luo; employment/non-compete agreements referenced for target executives pre-closing .
- Garden leave/consulting post-termination: Not disclosed .
Investment Implications
- Pay-for-performance alignment: Zero cash pay and no equity grants to Luo; insider economics primarily via sponsor founder/private shares that become worthless in liquidation, strongly incentivizing deal completion; however, this may create conflict with public holders’ redemption economics and deal quality .
- Execution risk: Material control weakness in reporting and significant CFIUS risk due to management ties to China could delay or impair closing; high redemptions raise capital and float concerns post-merger .
- Governance: Independent compensation committee exists, but absent detailed executive contracts/metrics, transparency on CEO pay post-merger will depend on future proxy disclosures; monitor incentive plan grants after closing .
- Trading signals: Concentration of insider holdings increased as public shares were redeemed (insider % from ~22.5% to ~67%), reducing free float; listing compliance 8-K flag indicates potential volatility and listing risk into closing .