424B5 1 ea0263849-424b5_boqiihold.htm PROSPECTUS SUPPLEMENT

PROSPECTUS SUPPLEMENT	Filed pursuant to Rule 424(b)(5)
(To prospectus dated November 15, 2022)	Registration No. 333-267919

Boqii Holding Limited

698,000 Class A Ordinary Shares

802,000 Pre-Funded Warrants to Purchase Class A Ordinary Shares

802,000 Class A Ordinary Shares Issuable upon the Exercise of Pre-Funded Warrants

This prospectus supplement relates to the issuance and sale of (i) 698,000 Class A ordinary shares (the “Purchase Shares”), par value $0.16 per share, of Boqii Holding Limited, a Cayman Islands exempted company,(ii) 802,000 pre-funded warrants of Boqii Holding Limited, each exercisable for one Class A ordinary share (the “Pre-Funded Warrants”) and (iii) 802,000 Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants (the “Warrant Shares,” and collectively with the Purchase Shares and the Pre-Funded Warrants, the “Purchase Securities”). The Purchase Securities are being offered and sold to certain investors (the “Purchasers”) in a registered direct offering (the “Offering”) pursuant to a securities purchase agreement dated November 3, 2025, by and among the Company and the Purchasers (the “Securities Purchase Agreement”). Each Class A ordinary share is offered at an offering price of US$2.80 per share, and each Pre-Funded Warrant is offered at an offering price of $2.64 per warrant, which equals the price per Class A ordinary share being sold to the Purchasers in this Offering, minus $0.16.

The Pre-Funded Warrants were sold to the Purchasers, whose purchase of the Purchase Shares in the Offering would otherwise have resulted in the Purchasers, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the Purchaser at closing, 9.99%) of the outstanding Class A ordinary shares of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one Class A ordinary share at an exercise price of $0.16 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above).

Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement to “we,” “us,” “our,” or “our company” are to Boqii Holding Limited, its subsidiaries, and, in the context of describing our operations and consolidated financial information, including the VIEs and their respective subsidiaries.

Our Class A ordinary shares are listed on the NYSE American LLC (“NYSE American”) under the symbol “BQ.” On October 31, 2025, the closing price of our Class A ordinary shares on NYSE American was US$4.0 per share.

As of October 6, 2025, the aggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates, or public float, was approximately US$44.6 million, which was calculated based on 2,789,696 Class A ordinary shares issued and outstanding held by non-affiliates and a per share price of US$16.0 as reported on the NYSE American on such date. We have not offered any securities pursuant to General Instruction I.B.5. of Form F-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus supplement. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell securities registered on this registration statement with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below US$75,000,000.

Investors are cautioned that the securities may be offered under this prospectus are securities of Boqii Holding Limited, our Cayman Islands holding company, which is not a Chinese operating company nor does it have any substantive business operations. Boqii Holding Limited conducts business in China through its subsidiaries, the consolidated variable interest entities, or the “VIEs”, and the VIEs’ subsidiaries. These contractual arrangements have not been tested in court. The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies. This structure involves unique risks to investors and investors may never hold equity interests in the Chinese operating companies. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause in value such securities to significantly decline or become worthless. See “Item 3. Key Information - 3.D. Risk Factors - Risks Related to Doing Business in China” and “Item 3. Key Information - 3.D. Risk Factors - Risks Related to Our Corporate Structure and Contractual Arrangements” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement. For a description of our corporate structure, see “Item 3. Key Information - Holding Company Structure and Contractual Arrangements with the VIEs.” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

You are specifically cautioned that there are significant legal and operational risks associated with having substantially all of our operations in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, and applicable PRC and United States regulations, which risks could result in a material change in our operations and/or cause the value of our securities to significantly decline or become worthless and affect Boqii Holding Limited’s ability to offer or continue to offer its securities to investors. Moreover, the Chinese regulatory authorities may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our PRC subsidiaries’ operations at any time. Recent statements by the Chinese regulatory authorities indicate an intent to strengthen oversight and control over offerings conducted overseas and/or foreign investment in China-based issuers, including without limitation, the cybersecurity review and regulatory review requirements for overseas listing by Chinese companies, whether or not through an offshore holding company. The PRC regulatory authorities also initiated a series of actions and statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Furthermore, VIE structures pose risks to U.S. investors that are not present in other organizational structures. For example, exerting control through contractual arrangements may be less effective than direct equity ownership, and a company may incur substantial costs to enforce the terms of the arrangements, including those relating to the distribution of funds among the entities. Further, the Chinese government could determine that the agreements establishing the VIE structure do not comply with Chinese law and regulations, including those related to restrictions on foreign ownership, which could subject us to penalties, revocation of business and operating licenses, or forfeiture of ownership interests.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which became effective on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. Any future offering pursuant to a prospectus supplement to this prospectus will be subject to the Overseas Listing Trial Measures, and we are required to file for record through our major operating entity incorporated in the PRC with the CSRC within three business days after the completion of the initial offering pursuant to a prospectus supplement to this prospectus and make a summary report to the CSRC after the completion of offerings under this prospectus. There can be no assurance that we can complete the filing procedures, obtain the approvals or authorizations, or complete required procedures or other requirements in a timely manner, or at all. Any failure of us to fully comply with the regulatory requirements may subject us to regulatory actions, such as warnings and fines, which may limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offshore fund-raising activities into the PRC or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. For further details, see “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in China” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

We currently do not have cash management policies that dictate how funds are transferred between us, our subsidiaries and the VIEs. In practice, we estimate and allocate funds to our wholly owned subsidiaries in PRC (“WFOEs”) and the VIEs based on their respective available cash balances and forecasted cash requirements. Under relevant PRC laws and regulations, we are permitted to remit funds to the VIEs through loans rather than capital contributions. The VIEs may transfer cash to the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to these agreements between each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services related to design and maintenance of the e-commerce platform, consulting services, technical training, research, planning and development of the market and customer support at an amount based on 100% of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. For more details, see “Prospectus Summary - Cash Flows through Our Organization” in this prospectus supplement, and “Item 3. Key Information - Cash Flows through Our Organization,” “Item 3. Key Information - Condensed Consolidating Schedule” and consolidated financial statements included elsewhere in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement. Considering the future operating and cash flow needs of the VIEs, for the years ended March 31, 2023, 2024 and 2025, no service fees were charged to the VIEs by the WFOEs, and no payments were made by the VIEs under these agreements. If there is any amount payable to relevant WFOEs under the VIE agreements, the VIEs will settle the amount accordingly. For more information, see “Prospectus Summary - Cash Flows through Our Organization” in this prospectus supplement, and “Item 3. Key Information-Condensed Consolidating Schedule” and consolidated financial statements included elsewhere in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement. For any amounts owed by the VIEs to our PRC subsidiaries under the VIE agreements, unless otherwise required by PRC governmental authorities in accordance with relevant PRC laws and regulations, we are able to settle such amounts without limitations under the current effective PRC laws and regulations, provided that the VIEs have sufficient funds to do so.

Cayman Islands law prescribes that a Cayman Islands company may only pay dividends out of either its profits or share premium account, provided that under no circumstances can a dividend be paid if doing so would result in such company being unable to pay its debts as they become due in the ordinary course of business. Other than the foregoing, there is no other limitations on Boqii Holding Limited’s ability to transfer cash to investors. For further details, see “Prospectus Summary - Cash Flows through Our Organization.” However, any limitation on the ability of our PRC or Hong Kong subsidiaries to pay cash dividends to us could have a material adverse effect on our ability to pay cash dividends to holders of our ordinary shares, for further details, see “Risk Factors - Risks Relating to Doing Business in China - We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

As of the date of this prospectus supplement, we have not previously declared or paid any cash dividend, dividend in kind or distributions, and have no plan to declare or pay any dividends or distributions in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. For more information, see “Item 8. Financial Information–8.A. Consolidated Statements and Other Financial Information-Dividend Policy” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, foreign exchange transactions under the “capital account” such as foreign direct investment and foreign currency debt, including loans we may secure for the VIEs or their subsidiaries, remain subject to limitations and may require approvals from, filing with or registration with, SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for the VIEs or their respective subsidiaries. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC and Hong Kong subsidiaries and the VIEs to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.

There are also limitations on our ability to transfer cash between Boqii Holding Limited, its subsidiaries and the VIEs, and there is no assurance that we are able to comply with all restrictions on the cash transfer provided by laws and regulations of the PRC. See “Prospectus Summary - Restrictions and Limitations on Transfer of Capital” in this prospectus supplement. To the extent cash or assets in the business is in mainland China or Hong Kong or in an entity domiciled in mainland China or Hong Kong, and may need to be used to fund operations outside of mainland China or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the government on our ability to transfer cash and assets. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information - Risk Factors - Risks Related to Doing Business in China - We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the U.S. Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On December 16, 2021, the PCAOB issued the HFCAA Determination Report, according to which registered public accounting firms headquartered in mainland China and Hong Kong, including PricewaterhouseCoopers Zhong Tian LLP, our former auditor, were subject to the determinations that the PCAOB is unable to inspect or investigate completely. On August 22, 2022, we were conclusively identified by the SEC under the HFCAA as having filed audit reports issued by a registered public accounting firm that cannot be inspected or investigated completely by the PCAOB in connection with the filing of our annual report on Form 20-F for the fiscal year ended March 31, 2022. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. Our current auditor, Assentsure PAC (“Assentsure”), the independent registered public accounting firm that issues the audit report included in our most recent Annual Report on Form 20-F, is headquartered in Singapore, and is subject to inspection by the PCAOB on a regular basis with the latest inspection in September 2024. Our auditor is not among the firms listed on the PCAOB Determination List issued in December 2021. Given the foregoing, we do not expect to be identified by the SEC again as a “commission-identified issuer” following the filing of our most recent Annual Report on Form 20-F. However, if our future audit reports are prepared by auditors headquartered in one of the jurisdictions that cannot be completely inspected by the PCAOB, we would be identified as a “commission-identified issuer” following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a “commission-identified issuer” for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. For details of risks related to the HFCAA, see “Item 3. Key Information - Risk Factors - Risks Related to Doing Business in China - Trading in our securities will be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our registered public accounting firm and as a result, U.S. national securities exchanges, such as the NYSE American, may determine to delist our securities” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

We have engaged Univest Securities, LLC to act as the placement agent (“Univest” or the “Placement Agent”) to use its best efforts to solicit offers from investors to purchase the securities in this offering. The Placement Agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agent is not purchasing or selling any securities in this offering. See “Plan of Distribution” beginning on page S-21 of this prospectus supplement for more information regarding these arrangements. We will pay the Placement Agent a fee equal to 7.0% of the gross proceeds of this Offering. We have also agreed to reimburse the Placement Agent for its reasonable out-of-pocket actual expenses of up to $100,000 for all costs and expenses incurred.

We estimate the total expenses of this offering, excluding the Placement Agent fees, will be approximately $275,000. After deducting fees due to the Placement Agent and our estimated offering expenses, we expect the net proceeds to us from this Offering will be approximately $3.63 million. The Offering contemplated hereunder is expected to close on or about November 4, 2025, subject to the satisfaction of customary closing conditions.

	Per Class A Ordinary Share		Per Pre-Funded Warrant		Total
Public offering price	$	2.80	$	2.64	$	4,200,000
Placement Agent fees (1)	$	0.196	$	0.1848	$	294,000
Proceeds, before expenses, to the Company	$	2.604	$	2.4552	$	3,906,000

(1)	(See “Plan of Distribution” for additional information regarding total compensation payable to the Placement Agent, including expenses for which we have agreed to reimburse the Placement Agent.

Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Supplemental Risk Factors” in this prospectus supplement beginning on page S-14, in our reports filed with the SEC that are incorporated by reference in this prospectus supplement, and in the accompanying prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Univest Securities, LLC

Sole Placement Agent

The date of this prospectus supplement is November 3, 2025.

Table of Contents

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-vi
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-13
SUPPLEMENTAL RISK FACTORS		S-14
USE OF PROCEEDS		S-17
DIVIDEND POLICY		S-17
CAPITALIZATION		S-18
DILUTION		S-18
DESCRIPTION OF SECURITIES WE ARE OFFERING		S-19
PLAN OF DISTRIBUTION		S-21
LEGAL MATTERS		S-22
EXPERTS		S-22
INCORPORATION OF DOCUMENTS BY REFERENCE		S-23
WHERE YOU CAN FIND MORE INFORMATION		S-24
ENFORCEABILITY OF CIVIL LIABILITIES		S-25

PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		1
INCORPORATION OF DOCUMENTS BY REFERENCE		3
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS		4
PROSPECTUS SUMMARY		5
RISK FACTORS		30
USE OF PROCEEDS		41
DESCRIPTION OF SHARE CAPITAL		42
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		52
DESCRIPTION OF WARRANTS		60
DESCRIPTION OF UNITS		61
PLAN OF DISTRIBUTION		62
TAXATION		65
ENFORCEABILITY OF CIVIL LIABILITIES		66
LEGAL MATTERS		68
EXPERTS		68
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		68

S-i

About This Prospectus Supplement

This prospectus supplement and the accompanying prospectus relate to the offering of our securities. Before buying any of the securities that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.

This prospectus supplement and the accompanying prospectus describe the terms of this Offering and also adds to and updates information contained in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement and the accompanying prospectus that was filed with the SEC before the date of this prospectus supplement and the accompanying prospectus, on the other hand, you should rely on the information in this prospectus supplement and the accompanying prospectus. If any statement in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated by reference into this prospectus supplement and the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we have authorized for use in connection with this Offering. We have not, and the Placement Agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Placement Agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference in this prospectus supplement, the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this Offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement and the accompanying prospectus, the documents incorporated by reference in this prospectus supplement, the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this Offering, in their entirety before making an investment decision.

A registration statement on Form F-3 (File No. 333-267919) utilizing a shelf registration process relating to the securities described in this prospectus supplement was initially filed with the SEC on October 18, 2022, and declared effective on November 23, 2022. Under this shelf registration process, of which this Offering is a part, we may, from time to time, sell up to an aggregate of $260 million of our securities. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this Offering of our securities, and also adds, updates and changes information contained in the accompanying prospectus and the documents incorporated herein and therein by reference. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this Offering. In addition, this prospectus supplement and the accompanying prospectus do not contain all of the information provided in the registration statement that we filed with the SEC. For further information about us, you should refer to that registration statement, which you can obtain from the SEC as described elsewhere in this prospectus supplement under “Where You Can Find More Information” and “Incorporation of Documents by Reference.” You may obtain a copy of this prospectus supplement, the accompanying prospectus and any of the documents incorporated by reference without charge by requesting it from us in writing or by telephone at the following address and telephone number: Room 1203, 12th Floor, Building T1, Smart Cloud, No. 1, Lane 235, Yubei Road, Pudong New District, Shanghai 201204, the People’s Republic of China. Our telephone number at this address is +86-21-68826799.

S-ii

All references in this prospectus supplement to our financial statements include, unless the context indicates otherwise, the related notes. The industry and market data and other statistical information contained in the documents we incorporate by reference are based on management’s own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.

The information contained in this prospectus supplement or the accompanying prospectus is accurate only as of the date of this prospectus supplement or the accompanying prospectus, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or of any sale of the securities. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires:

●

“active buyers” in a given period refers to a registered account that accepted one or more shipped orders on our online sales platforms (defined below); for the avoidance of doubt, active buyers include both individual customers and small and medium pet businesses. The active buyers are calculated using internal company data, treating each account as a separate active buyer even though some buyers may buy through different accounts and multiple buyers may buy through the same account;

●

“ADSs” refers to the American depositary shares, each represented 150 Class A ordinary shares (defined below) before our mandatory exchange of the ADSs for Class A ordinary shares and removal of the ADS program effective July 11, 2025;

●

“Boqii” refers to Boqii Holding Limited, a Cayman Islands exempted company;

●

“we,” “us,” “our company,” “the Company,” “the Group” and “our” refer to Boqii and its subsidiaries and, in the context of describing our operations and consolidated financial information, including the VIEs (defined below) and their respective subsidiaries;

●

“brand owner” refers to a company engaging in the production and sale of branded pet goods;

●

“brand partner” refers to a specific brand owner whose products are sold via our online sales platforms and offline network;

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“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.16 per share;

●

“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.16 per share;

●

“Class C ordinary shares” refers to our Class C ordinary shares, par value US$0.16 per share;

●

“China” or the “PRC” refers to the People’s Republic of China, including Hong Kong and Macau and, only for the purpose of this prospectus, excluding Taiwan; the only instances in which “China” or the “PRC” do not include Hong Kong or Macau are when used in the case of laws and regulations, including, among others, tax matters, adopted by the People’s Republic of China; the legal and operational risks associated with operating in China also apply to our operations in Hong Kong;

●

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

S-iii

●

“GMV” refers to gross merchandise volume, which is the total value of confirmed orders placed with us and sold through distribution model or drop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned, calculated based on the listed prices of the ordered products without taking into consideration any discounts. With respect to products sold by Nanjing Xingmu Biotechnology Co., Ltd., such GMV is calculated based on the suggested retail prices of the ordered products without taking into consideration any discounts and regardless of whether the products are delivered or returned. For the avoidance of doubt, the total GMV amounts disclosed in this prospectus (i) includes GMV of products sold by Nanjing Xingmu Biotechnology Co., Ltd., (ii) excludes products sold through consignment model and (iii) excludes the value of services offered by us;

●

“online sales platforms” refers to Boqii Mall, our flagship stores on third-party e-commerce platforms and our proprietary SaaS system;

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“MAA” means the fourteenth amended and restated memorandum and articles of association of Boqii currently in effect;

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“Meiyizhi WFOE” refers to Shanghai Meiyizhi Supply Chain Co., Ltd.;

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“Pre-Funded Warrants” refers to 802,000 pre-funded warrants of Boqii, each exercisable for one Class A ordinary share;

●

“Purchase Securities” refers to the Purchase Shares (defined below), the Pre-Funded Warrants and the Warrant Shares (defined below);

●

“Purchase Shares” refers to the 698,000 Class A ordinary shares being offered and sold under the Securities Purchase Agreement;

●

“RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China;

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“Securities Act” refers to the Securities Act of 1933, as amended;

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“Securities Purchase Agreement” refers to the securities purchase agreement dated November 3, 2025 by and between Boqii and certain purchasers;

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“Shanghai Guangcheng” refers to Guangcheng (Shanghai) Information Technology Co., Ltd.;

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“Shanghai Xincheng” refers to Xincheng (Shanghai) Information Technology Co., Ltd.;

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“shares” or “ordinary shares” refers to our Class A, Class B, and Class C ordinary shares, par value US$0.16 per share;

S-iv

●

“Suzhou Taicheng” refers to Suzhou Taicheng Supply Chain Co., Ltd.;

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“Suzhou Xingyun” refers to Suzhou Xingyun Yueming Supply Chain Co., Ltd.;

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“Univest” or the “Placement Agent” refers to Univest Securities, LLC;

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“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States;

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“variable interest entities,” or “VIEs,” refers to the PRC entities of which we have power to control the management, and financial and operating policies and have the right to recognize and receive substantially all the economic benefits and in which we have an exclusive option to purchase all or part of the equity interests at the minimum price possible to the extent permitted by PRC law;

●

“Warrant Shares” refers to the 802,000 Class A ordinary shares issuable upon the exercise of the Pre-Funded Warrants;

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“Xingmu” or “Nanjing Xingmu” refers to Nanjing Xingmu Biotechnology Co., Ltd.; and

●

“Xingmu WFOE” refers to Nanjing Xinmu Information Technology Co., Ltd.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB7.2567 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2025. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

Unless otherwise stated in this prospectus, all numbers of our ordinary shares and related data have been updated to reflect the 160-for-1 reverse split approved by our shareholders on June 26, 2025 (the “Reverse Split”).

S-v

Cautionary Note Regarding Forward-Looking Statements

Some of the information in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference contains forward-looking statements within the meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, the accompanying prospectus, or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue,” and similar words, although some forward-looking statements are expressed differently. This prospectus, the accompanying prospectus, and the documents we incorporate by reference may also contain forward-looking statements attributed to third parties relating to their estimates regarding the growth of our markets. All forward-looking statements address matters that involve risks and uncertainties, and there are many important risks, uncertainties and other factors that could cause our actual results, as well as those of the markets we serve, levels of activity, performance, achievements and prospects to differ materially from the forward- looking statements contained in this prospectus, the accompanying prospectus, and the documents we incorporate by reference. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly under “Supplemental Risk Factors” that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding to purchase our securities, you should carefully consider the risk factors discussed and incorporated by reference in this prospectus supplement and the accompanying prospectus and in the registration statement of which this prospectus supplement and the accompanying prospectus form a part.

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Prospectus Supplement Summary

This summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the “Supplemental Risk Factors” sections, starting on page S-14 of this prospectus supplement and page 34 of the accompanying prospectus and under “Risk Factors” in our most recent Annual Report on Form 20-F, as well as the financial statements and the other information incorporated by reference herein, before making an investment decision.

Company Overview

Boqii is a leading pet-focused platform in China. We offer a truly one-stop destination that pet parents in China may go to get everything they need for their pets and share their passion for pet parenting. They come to Boqii to discover the best pet products for their pets, share their most memorable pet raising stories, and find ways to make their pets healthier and happier. With our purpose-built platforms, we are reshaping how pet parents in China engage with their pets-by educating and inspiring them to become better pet parents, helping them find what their pets need, and bringing them a unique shopping experience. We believe you will love Boqii if you love pets. With online sales platforms at its core, we extend our reach offline to connect and empower other participants in the pet value chain, including brand partners, manufacturers of pet products, physical pet stores and pet hospitals, and pet-related content providers.

We operate a leading pet-focused online retail business in China’s pet market in terms of GMV. During the three years ended March 31, 2023, 2024 and 2025, we connected a total of approximately 742 brand partners with pet parents in China. We are redefining e-commerce for pet parents by providing an accessible, personalized and enjoyable shopping experience based on a deep understanding of our users and customers and their pets by leveraging extensive user interactions and transactional behaviors we have observed over the years. We create and continue to develop our private brands, including Yoken, Mocare and two “D-cat” labels, with compelling quality and prices. Users and customers come to shop on Boqii because we offer them a high-quality, high-touch experience with access to approximately 21,140 SKUs as of March 31, 2025. During the three years ended March 31, 2023, 2024 and 2025, we delivered an aggregate of approximately 21.6 million orders to our users and customers.

We have a large pet-focused online community in China’s pet market. We had approximately 3.7 million active buyers for the year ended March 31, 2025. We deeply understand and care about our users and customers and their pets. We engage with our users and customers through shopping, content, social media, and offline events, spurring interactions in a way that traditional retailers do not. On top of extensive interactions and transactional behaviors we have observed, we have developed a profound understanding of who our users and customers are, what they are keen to buy for their pets, how they communicate with other pet parents, and what content they resonate with. Our rich content not only guides users and customers along their shopping journey, but also becomes a trusted source for discovery and inspiration for all pet lovers.

We generate revenues primarily from transactions completed on our online sales platforms and by supplying products to physical pet stores we cooperate with. Our total net revenues were approximately RMB1,092.1 million, RMB709.4 million and RMB468.9 (US$64.6 million) in the years ended March 31, 2023, 2024 and 2025, respectively. Net revenues generated from the sale of products were approximately RMB1,048.5 million, RMB680.1 million and RMB431.3 (US$59.4 million), accounting for approximately 96.0%, 95.9% and 92.0% of our total net revenues in the years ended March 31, 2023, 2024 and 2025, respectively. We recorded net loss of approximately RMB106.0 million, RMB68.9 million and RMB58.6 (US$8.1 million) in the years ended March 31, 2023, 2024 and 2025, respectively. See “Item 4. B. Business Overview” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

S-1

Recent Developments

Private Placement in February 2025

On February 13, 2025, we entered into securities purchase agreements (the “Private Placement SPAs”) with certain non-U.S. purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the Private Placement SPAs, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers in a private placement offering, an aggregate of 2,000,000 ADSs, at a purchase price of $1.2 per ADS, and for an aggregate purchase price of $2,400,000. The ADSs had not been registered under the Securities Act and were not offered pursuant to the Registration Statement. These ADSs were offered pursuant to the exemption provided in Rule 903 of Regulation S under the Securities Act.

In connection with this private placement, the Company entered into a registration rights agreement with the Purchasers, pursuant to which, among other things, the Company is required to prepare and file with SEC one or more registration statements to register for the resale of the ADSs no later than May 31, 2025. The Company is required to use best efforts to have such registration statement(s) declared effective as promptly as possible thereafter.

Reverse Split and ADS Termination in July 2025

On June 26, 2025, our shareholders approved the Reverse Split and the following actions relating to our ADSs upon the effectiveness of the Reverse Split (collectively referred to as the “ADS Termination”): (1) suspension of trading of ADSs on the NYSE American; (2) termination of the deposit agreement dated September 29, 2020, in connection with our ADS program, (3) mandatory exchange of outstanding ADSs for the corresponding Class A ordinary shares; and (4) commencement of trading of Class A ordinary shares on the NYSE American.

On July 11, 2025, the Reverse Split was effective in the market and the ADS Termination became effective. As a result of the Reverse Split, the par value of our ordinary shares was increased from $0.001 per share to $0.16 per share. In connection with the ADS Termination, our outstanding ADSs were automatically cancelled and exchanged for the corresponding number of Class A ordinary shares at a rate 15/16, or 0.9375 of a Class A ordinary share for each ADS cancelled. All resulting fractional shares were rounded up to the nearest whole number of shares on the participant level. On July 11, 2025, trading of our ADSs was suspended, and our Class A ordinary shares commenced trading on a post-Reverse Split basis, each with a par value of $0.16, on the NYSE American under the same ticker symbol “BQ.”

Issuance of Class C Ordinary Shares in August 2025

In August 2025, the Company entered into a Securities Subscription Agreement with Green Mountain Management Limited (the “Subscriber”), a British Virgin Islands business company. Yingzhi (Lisa) Tang, a director, co-Chief Executive Officer, and Chief Financial Officer of the Company, and Hao (Louis) Liang, Chairman of the Board and Chief Executive Officer of the Company, each owns 50% of the Subscriber. Pursuant to the Securities Subscription Agreement, the Company issued and sold to the Subscriber 500,000 Class C ordinary shares for a total consideration of $80,000. Immediately following the issuance, Ms. Tang and Mr. Liang collectively own an aggregate of approximately 17.4% of the Company’s issued and outstanding ordinary shares and approximately 94.8% of the Company’s total voting power. The issuance of the Class C ordinary shares was pursuant to Regulation S promulgated under the Securities Act, and was intended to (i) enhance the Company’s ability to execute long-term business strategies and (ii) enable the Company to raise new equity capital while maintaining a stable corporate structure and senior management team.

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Holding Company Structure and Contractual Arrangements with the VIEs

Boqii is a Cayman Islands holding company with no business operations. The Company conducts its operations in China through its PRC subsidiaries and the consolidated variable interest entities, or the VIEs, and the VIEs’ subsidiaries. The Company, its shareholders who are non-PRC residents and its subsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrict foreign investment in companies that engage in value-added telecommunication services and certain other restricted services related to our businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by and among the WFOEs, the VIEs and the respective shareholders of the VIEs. This structure allows the WFOEs to be considered the primary beneficiary of the VIEs for accounting purposes and are able to consolidate the VIEs’ operating results in the Company’s financial statements under the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. As of the date of this prospectus supplement, to our knowledge, the VIE agreements have not been tested in a court of law in the PRC. Our corporate structure involves unique risks to investors in the Class A ordinary shares. Investors in the Company’s Class A ordinary shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by the Company’s subsidiaries and the VIEs. Investors who are non-PRC residents may not directly hold equity interests in the VIEs under current PRC laws and regulations.

For more details of these contractual arrangements, see “Item 3. Key Information - Holding Company Structure and Contractual Arrangements with the VIEs” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus. For more details of risks related to our VIE structure, see “Item 3. Key Information - 3.D. Risk Factors - Risks Related to Doing Business in China” and “Item 3. Key Information - 3.D. Risk Factors - Risks Related to Our Corporate Structure and Contractual Arrangement” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

The following diagram illustrates our simplified corporate structure, including our principal subsidiaries and VIEs, as of the date of this prospectus supplement:

Notes:

Equity interest

Contractual arrangements, including the exclusive technical consulting and service agreement, intellectual property license agreement, equity pledge agreement, exclusive call option agreement, shareholders’ voting rights proxy agreement and loan agreement. See “Item 3. Key Information-Contractual Arrangements with the VIEs and Their Respective Shareholders.”

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Our Contractual Arrangements

We have entered into a series of contractual arrangements, through WFOEs, with the VIEs and their registered shareholders to direct the activities of the VIEs and their respective subsidiaries (“affiliated entities”) that most significantly impact their economic performance, through which we commence our business. These VIE agreements have not been tested in court. The following is a summary of the major terms of the contractual arrangements by and among Shanghai Xincheng, Shanghai Guangcheng and the shareholders of Shanghai Guangcheng. The contractual arrangements by and among Xingmu WFOE, Nanjing Xingmu and the shareholders of Nanjing Xingmu, the contractual arrangements by and among Shanghai Xincheng, Suzhou Taicheng and the shareholders of Suzhou Taicheng, and the contractual arrangements by and among Meiyizhi WFOE, Suzhou Xingyun and the shareholders of Suzhou Xingyun are substantially similar to the corresponding contractual arrangements discussed below, unless otherwise indicated.

Exclusive Technical Consulting and Service Agreement

Pursuant to an exclusive technical consulting and service agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, Shanghai Guangcheng agreed to appoint Shanghai Xincheng as its exclusive provider of consulting and services related to, among other things, e-commerce platform design and maintenance, business consulting, internal training, labor support, market research and development, strategic planning and customer support and development. In exchange, Shanghai Guangcheng agrees to pay Shanghai Xincheng an annual service fee, at an amount that is agreed by both parties. This agreement will remain effective unless Shanghai Xincheng and Shanghai Guangcheng terminate this agreement in writing.

Intellectual Property License Agreement

Pursuant to an intellectual property license agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, Shanghai Xincheng agreed to grant to Shanghai Guangcheng a nonsublicensable, nontransferable and nonexclusive license of certain intellectual properties solely for Shanghai Guangcheng’s use. In exchange, Shanghai Guangcheng agrees to pay a royalty, at an amount that is agreed by both parties. The term of this agreement is ten years from the date of such agreement and will be automatically extended for another ten-year term unless it is terminated by three months’ written notice by the licensor.

Shareholders’ Voting Rights Proxy Agreement

Pursuant to the shareholders’ voting rights proxy agreement entered into on August 4, 2020, by and among Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng, as supplemented from time to time, such shareholders of Shanghai Guangcheng irrevocably authorized the person then designated by Shanghai Xincheng to exercise such shareholders’ rights in Shanghai Guangcheng, including without limitation, the power to participate in and vote at shareholders’ meetings, the power to nominate and appoint the directors, senior management, the power to propose to convene a shareholders’ meeting, and other shareholders’ voting rights permitted by the Articles of Association of Shanghai Guangcheng.

Equity Pledge Agreement

Pursuant to an equity pledge agreement entered on October 16, 2019, by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng, as supplemented by an equity pledge agreement entered into on August 4, 2020 and an equity pledge agreement entered into on September 25, 2022, by and between Shanghai Xincheng, Shanghai Guangcheng, and Shanghai Chelin Information Technology Center (Limited Partnership), a then shareholder of Shanghai Guangcheng, such shareholders of Shanghai Guangcheng pledged all of their equity interests in Shanghai Guangcheng to Shanghai Xincheng, to guarantee the performance of Shanghai Guangcheng, and, to the extent applicable, such shareholders of Shanghai Guangcheng, or their obligations under the contractual arrangements of the VIEs. If Shanghai Guangcheng or such shareholders fail to perform their obligations under the contractual arrangement of the VIEs, Shanghai Xincheng will be entitled to, among other things, the right to sell the pledged equity interests in Shanghai Guangcheng. The shareholders of Shanghai Guangcheng also undertake that, during the term of the equity pledge agreement, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without prior written consent of Shanghai Xincheng. As of the date of this prospectus supplement, the equity pledges under the share pledge agreements have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

S-4

As of the date of this prospectus supplement, all equity pledges under the share pledge agreements by and between the shareholders of Nanjing Xingmu and Xingmu WFOE, by and between the shareholders of Suzhou Xingyun and Meiyizhi WFOE, as well as by and between the shareholders of Suzhou Taicheng and Shanghai Xincheng have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

Exclusive Call Option Agreement

Pursuant to an exclusive call option agreement entered on August 4, 2020, by and between Shanghai Xincheng, Shanghai Guangcheng and then shareholders of Shanghai Guangcheng, as supplemented from time to time, such shareholders of Shanghai Guangcheng irrevocably and unconditionally granted Shanghai Xincheng an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of the equity options in Shanghai Guangcheng. The purchase price shall be the lowest price permitted by applicable PRC laws and regulations. The shareholders of Shanghai Guangcheng undertake that, without the prior written consent of Shanghai Xincheng, they may not increase or decrease the registered capital or conduct any merger, transfer or dispose of their equity options and any other third-party rights thereon, dispose of, or procure the management to dispose of, material assets of Shanghai Guangcheng, terminate or procure the management to terminate any material agreements or enter into any agreements in conflict with any existing material agreement, appoint or dismiss any director, supervisor or any other senior management which should be appointed or dismissed by such shareholders, procure Shanghai Guangcheng to declare or distribute any distributable profits or dividends, procure the winding-up, liquidation or dissolution of Shanghai Guangcheng, amend its articles of association or provide any loans to, or borrow any loans from, third parties or provide security or guarantee, or undertake any substantive obligations beyond the ordinary course of business. The exclusive call option agreement will remain effective until all equity options in Shanghai Guangcheng held by such shareholders are transferred or assigned to Shanghai Xincheng or its designated representatives.

Loan Agreement

Shareholders of Shanghai Guangcheng have entered into a loan agreement, as amended from time to time, with Shanghai Xincheng on August 4, 2020. Pursuant to the loan agreement, Shanghai Xincheng provided such shareholders with a long-term interest-free loan. The proceeds from the loans were used for the investment in or general business development of Shanghai Guangcheng. The loans can be repaid by transferring the shareholders’ respective equity interests in Shanghai Guangcheng to Shanghai Xincheng or its designee.

Spousal Consent Letter

In addition to the contractual arrangements discussed above, each of the respective spouses of the individual shareholders of Nanjing Xingmu has executed an additional spousal consent letter which contains terms as described below. Pursuant to the spousal consent letters dated September 26, 2019, each of the respective spouses of the individual shareholders of Nanjing Xingmu, unconditionally and irrevocably agreed that the equity interest in Nanjing Xingmu held by and registered in the name of his/her spouse will be disposed of pursuant to the equity pledge agreement, the exclusive call option agreement and the shareholders’ voting rights proxy agreement. The spouse agreed not to assert any rights over the equity interest in Nanjing Xingmu held by his/her spouse. In addition, in the event that the spouse obtains any equity interest in Nanjing Xingmu held by his/her spouse for any reason, the spouse agreed to be bound by the contractual arrangements.

These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs. If the VIEs or their respective shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements and may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law, and such remedies may not be recognized, or enforced by PRC courts. As of the date of this prospectus supplement, to our knowledge, the VIE agreements have not been tested in a court of law in the PRC. See “Item 3. Key Information-3.D. Risk Factors-Risks Related to Our Corporate Structure and Contractual Arrangements” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

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Corporate Information

Our principal executive office is located at Room 1203, 12th Floor, Building T1, Smart Cloud, No. 1, Lane 235, Yubei Road, Pudong New District, Shanghai 201204, the People’s Republic of China. Our telephone number at this address is +86-21-68826799. Our website is https://ir.boqii.com/. The information on our website is not part of this prospectus supplement.

We make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider information contained on our website as part of this prospectus supplement or the accompanying prospectus.

Cash Flows through Our Organization

Transfer of Funds and Other Assets

The VIEs may transfer cash to the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to these agreements between each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services related to design and maintenance of the e-commerce platform, consulting services, technical training, research, planning and development of the market and customer support at an amount based on 100% of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. Considering the future operating and cash flow needs of the VIEs, for the years ended March 31, 2023, 2024 and 2025, no service fees were charged to the VIEs by the WFOEs, and no payments were made by the VIEs under these agreements. If there is any amount payable to relevant WFOEs under the VIE agreements, the VIEs will settle the amount accordingly. For more information, see “Item 3. Key Information-Condensed Consolidating Schedule” and consolidated financial statements included elsewhere in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus. For any amounts owed by the VIEs to our PRC subsidiaries under the VIE agreements, unless otherwise required by PRC governmental authorities in accordance with relevant PRC laws and regulations, we are able to settle such amounts without limitations under the current effective PRC laws and regulations, provided that the VIEs have sufficient funds to do so.

We have not previously declared or paid any cash dividend, dividend in kind or distributions, and have no plan to declare or pay any dividends or distributions in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. For more information, see “Item 8. Financial Information–8.A. Consolidated Statements and Other Financial Information-Dividend Policy” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement.

Dividend Distribution to U.S. Investors and Tax Consequences

S-6

Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities, Across Borders and to U.S. Investors

Boqii ’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by our PRC subsidiaries. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to Boqii. In particular, under the current effective PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under PRC GAAP, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. Each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. As a result, our PRC subsidiaries may not have sufficient distributable profits to pay dividends to us in the near future.

Furthermore, if certain procedural requirements are satisfied, the payment of current account items, including profit distributions and trade and service related foreign exchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local branches. However, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required. If we fail to comply with such requirements and satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our offshore intermediary holding companies or ultimate parent company, and therefore, our shareholders or investors in Class A ordinary shares. We cannot assure you, in light of such requirements relating to the convertibility of Renminbi into foreign currencies, that our current or future PRC subsidiaries will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Boqii. In addition, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. See “Item 3. Key Information - 3.D. Risk Factors - Risks Related to Doing Business in China - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from making loans or additional capital contributions to our PRC subsidiaries and to make loans to the VIEs, which could materially and adversely affect our liquidity and our ability to fund and expand our business” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Permits and Permission Required from the PRC Authorities for Our Operations

Except otherwise disclosed in our most recent Annual Report on Form 20-F, we have obtained licenses and approvals required for conducting our operations in China as of the date of this prospectus supplement. If future laws and regulations or the interpretation of current laws and regulations require us to obtain additional licenses, permits, filings, or approvals for our business operations in the future, or if we, our PRC subsidiaries or VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits, approvals or filings, the relevant PRC regulatory authorities would take action in dealing with such violations or failures. In addition, if we had inadvertently concluded that such approvals, permits, registrations or filings were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval, permits, registrations or filings in the future, we and the VIEs may be unable to obtain such necessary approvals, permits, registrations or filings in a timely manner. Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by the competent government authorities to suspend relevant operations, which will materially and adversely affect our business operation. Furthermore, we may be subject to regular inspections, examinations, inquiries or audits by regulatory authorities, and an adverse outcome of such inspections, examinations, inquiries or audits may result in the loss or non-renewal of the relevant licenses and approvals. Moreover, the criteria used in reviewing applications for, or renewals of licenses and approvals may change from time to time, and there can be no assurance that we will be able to meet new criteria that may be imposed to obtain or renew the necessary licenses and approvals. Many of such licenses and approvals are material to the operation of our business, and if we fail to maintain or renew material licenses and approvals, our ability to conduct our business could be materially impaired. Furthermore, if the relevant laws and regulations require us or parties on whom we rely to obtain any additional permits, licenses or certificates that were previously not required to operate our business, there can be no assurance that we or parties on whom we rely will successfully obtain such permits, licenses or certificates. For detailed discussion, see “Supplemental Risk Factors—Risks Related to Doing Business in China— PRC laws and regulations regarding data security and cybersecurity are evolving. These laws and regulations could have material impact on our business operation.” and “Supplemental Risk Factors—Risks Related to Doing Business in China— If new and stricter regulations or interpretations of existing regulations are issued or promulgated, the government actions would be taken accordingly. Such actions by the PRC government may cause us to make material changes to the operations of our PRC subsidiary or the affiliated entities, may affect our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.” in this prospectus supplement.

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Regulatory Development

Cybersecurity Review Measures

On December 28, 2021, the Cyberspace Administration of China, or the CAC, published the Revised Cybersecurity Review Measures, which became effective on February 15, 2022 and repealed the Cybersecurity Review Measures promulgated on April 13, 2020. The Revised Cybersecurity Review Measures provide that a critical information infrastructure operator purchasing network products and services, and platform operators carrying out data processing activities, which affect or may affect national security, shall apply for cybersecurity review and that a platform operator with more than one million users’ personal information aiming to list abroad must apply for cybersecurity review.

In the past, we were fined RMB100,000 by Shanghai Internet Information Office in December 2021 for the publishing and transmission of illegal information on our Boqii Pet APP and RMB5,000 by the Shanghai Pudong New Area Market Supervision Administration in May 2023 for the failure to stop sending commercial information to consumers upon receiving their request to unsubscribe. As of the date of this prospectus, we have not been involved in any investigations or become subject to a cybersecurity review initiated by the CAC based on the Revised Cybersecurity Review Measures, and we have not received any inquiry, notice, warning, sanctions in such respect or any regulatory objections to our listing on NYSE American LLC, or NYSE American, from the CAC. If the CSRC, the CAC or other regulatory agencies later deem us to be a critical information infrastructures operator and require that we obtain their approvals for our future offshore offerings, we may be unable to obtain such approvals in a timely manner, or at all. Any such circumstance could affect our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations affecting our operations could affect our ability to attract new customers and/or users and cause the value of our securities to significantly decline. For more information related to risks of cybersecurity review related to our business, see “Item 3. Key Information - 3.D. Risk Factors-Risks Related to Doing Business in China - PRC laws and regulations regarding data security and cybersecurity are evolving. These laws and regulations could have a material impact on our business operation” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Permissions or Approvals Required from the PRC Authorities for Offering Securities to Foreign Investors

On July 6, 2021, the relevant PRC governmental authorities published the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

S-8

On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Overseas Listing Trial Measures, which became effective on March 31, 2023. On the same date of the issuance of the Overseas Listing Trial Measures, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes on the Overseas Listing Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. Under the Overseas Listing Trial Measures and the Guidance Rules and Notice, domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Overseas Listing Trial Measures within three business days following its submission of initial public offering or listing application. The companies that have already been listed on overseas stock exchanges are not required to make immediate filings for its listing, yet need to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures. In view of the fact that the Overseas Listing Trial Measures have come into effect on March 31, 2023, we shall fulfill the filing procedures with the CSRC for any future offshore offering as per requirements of the Overseas Listing Trial Measures. According to CSRC’s Questions and Answers with respect to Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies on February 17, 2023, for the filing of overseas listing of enterprises with a VIE structure, the filing procedure will adhere to the principles of market-oriented principle, rule of law, and strengthened regulatory synergy. The CSRC will consult the relevant competent authorities, and the overseas listing of VIE structured enterprises that meet the compliance requirements will be filed. We may not be able to complete the filing if the filing materials are incomplete or do not meet the requirements of the CSRC. Any failure to obtain or delay in going through filing procedures for any of our offshore offerings, or a rescission of such filing if completed, may subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which may materially and adversely affect our business, financial condition, and results of operations. See “Item 3. Key Information - 3.D. Risk Factors-Risks Related to Doing Business in China - The permission and approval from the CSRC or other PRC government authorities may be required in connection with an offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such permission or approval” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

As of the date of this prospectus supplement, we are in the process of preparing the required filling materials in relation to this Offering and plan to submit such filing materials within three business days after the initial closing of the sales of the Purchase Securities in this Offering in according with the Overseas Listing Trial Measures. There can be no assurance that we can complete the filing procedures, obtain the approvals or authorizations, or complete required procedures or other requirements in a timely manner, or at all. Any failure of us to fully comply with the regulatory requirements may subject us to regulatory actions, such as warnings and fines, which may limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offshore fund-raising activities into the PRC or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. For further details, see “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in China” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Summary of Significant Risk Factors

Below please find a summary of the principal risks we face, organized under relevant headings. For a detailed description of the risk factors we may face, see “Item 3. Key Information—D. Risk Factors” in our most recent Annual Report on Form 20-F, which is incorporated by reference into this prospectus supplement, and the section titled “Supplemental Risk Factors” in this prospectus supplement.

Risks Related to this Offering

Risks and uncertainties related to this Offering include, but are not limited to, the following:

●

Since our management will have broad discretion in how we use the proceeds from this Offering, we may use the proceeds in ways with which you disagree. For details, see the risk factor with the same heading on page S-14 in this prospectus supplement.

●

Future sales of our Class A ordinary shares, whether by us or our shareholders, including the Purchasers, could cause the price of our Class A ordinary shares to decline. For details, see the risk factor with the same heading on page S-14 in this prospectus supplement.

●

There is no public market for the Pre-Funded Warrants being offered in this Offering. For details, see the risk factor with the same heading on page S-15 in this prospectus supplement.

S-9

●

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants. For details, see the risk factor with the same heading on page S-15 in this prospectus supplement.

●

Holders of the Pre-Funded Warrants will have no rights as holders of Class A ordinary shares until such holders exercise their Pre-Funded Warrants and acquire our Class A ordinary shares. For details, see the risk factor with the same heading on page S-15 in this prospectus supplement.

●

Purchasers who purchase our securities in this Offering pursuant to the Securities Purchase Agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement. For details, see the risk factor with the same heading on page S-15 in this prospectus supplement.

●

Class A ordinary shares representing a substantial percentage of our outstanding shares may be sold in this Offering, which could cause the price of our Class A ordinary shares to decline. For details, see the risk factor with the same heading on page S-15 in this prospectus supplement.

Risks Related to Our Business and Industry

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

●

Our limited operating history across our various business initiatives makes it difficult to evaluate our business prospects and future growth rate. For details, see the risk factor with the same heading on page 18 in our most recent Annual Report on Form 20-F.

●

We have a history of net losses and may continue to incur losses in the future. For details, see the risk factor with the same heading on page 18 in our most recent Annual Report on Form 20-F.

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We have significant working capital requirements and have historically experienced working capital deficits. If we continue to experience such working capital deficits in the future, our business, liquidity, financial condition and results of operations may be materially and adversely affected. For details, see the risk factor with the same heading on page 18 in our most recent Annual Report on Form 20-F.

●

If we are unable to diversify our monetization channels, our business and prospects may be materially and adversely affected. For details, see the risk factor with the same heading on page 18 in our most recent Annual Report on Form 20-F.

●

Our business, prospects and financial results may be affected by our relationship with third-party e-commerce platforms. For details, see the risk factor with the same heading on page 19 in our most recent Annual Report on Form 20-F.

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Our business is subject to the changing preferences and needs of our customers and their pets. Any failure by us to timely adapt our offerings according to changes in customer preferences may adversely affect our business and results of operations. For details, see the risk factor with the same heading on page 19 in our most recent Annual Report on Form 20-F.

S-10

●

If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, our business, financial condition and results of operations may be materially and adversely affected. For details, see the risk factor with the same heading on page 19 in our most recent Annual Report on Form 20-F.

Risks Related to Our Corporate Structure and Contractual Arrangements

Risks related to our corporate structure and the contractual arrangements include, but are not limited to, the following:

●

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the agreements that establish the VIE structure for our operations in China, including potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with the VIEs and, consequently, significantly affect our financial condition and results of operations. If the PRC government finds our contractual arrangements noncompliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs. For details, see the risk factor with the same heading on page 37 in our most recent Annual Report on Form 20-F.

●

Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact our business, financial condition and results of operations. For details, see the risk factor with the same heading on page 39 in our most recent Annual Report on Form 20-F.

●

We rely on contractual arrangements with the VIEs and their respective shareholders for our business operations, which may not be as effective as direct ownership in providing operational control. For details, see the risk factor with the same heading on page 39 in our most recent Annual Report on Form 20-F.

●

Any failure by any of the VIEs or their shareholders to perform their respective obligations under our contractual arrangements with them would have a material and adverse effect on our business. For details, see the risk factor with the same heading on page 39 in our most recent Annual Report on Form 20-F.

●

Our contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures. For details, see the risk factor with the same heading on page 40 in our most recent Annual Report on Form 20-F.

Risks Related to Doing Business in China

●

Uncertainties with respect to the PRC legal system could adversely affect us. For details, see the risk factor with the same heading on page 42 in our most recent Annual Report on Form 20-F.

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PRC laws and regulations regarding data security and cybersecurity are evolving. These laws and regulations could have a material impact on our business operation. For details, see the risk factor with the same heading on page 43 in our most recent Annual Report on Form 20-F.

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Any failure or perceived failure by us to comply with Anti-monopoly Guidelines for Internet Platforms and other Anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations. For details, see the risk factor with the same heading on page 46 in our most recent Annual Report on Form 20-F.

S-11

●

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. For details, see the risk factor with the same heading on page 41 in our most recent Annual Report on Form 20-F.

●

The permission and approval from the CSRC or other PRC government authorities may be required in connection with an offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such permission or approval. For details, see the risk factor with the same heading on page 43 in our most recent Annual Report on Form 20-F.

●

Our business, financial condition and results of operations depend on the level of consumer confidence and spending in China and may be adversely affected by the downturn in the global or Chinese economy. For details, see the risk factor with the same heading on page 42 in our most recent Annual Report on Form 20-F.

●

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws, and the ability of U.S. authorities to bring actions in China may also be limited. For details, see the risk factor with the same heading on page 47 in our most recent Annual Report on Form 20-F.

●

It may be difficult for overseas regulators to conduct investigation or collect evidence within China. For details, see the risk factor with the same heading on page 48 in our most recent Annual Report on Form 20-F.

●

Trading in our securities will be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our registered public accounting firm, and as a result, U.S. national securities exchanges, such as the NYSE American, may determine to delist our securities. For details, see the risk factor with the same heading on page 55 in our most recent Annual Report on Form 20-F.

Risks Related to Our Class A Ordinary Shares

●

The trading price of our Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors. For details, see the risk factor with the same heading on page 56 in our most recent Annual Report on Form 20-F.

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Our triple-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial. For details, see the risk factor with the same heading on page S-16 in this prospectus supplement.

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The triple-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares. For details, see the risk factor with the same heading on page S-16 in this prospectus supplement.

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If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A ordinary shares, the market price for our Class A ordinary shares and trading volume could decline. For details, see the risk factor with the same heading on page 59 in our most recent Annual Report on Form 20-F.

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The sale or availability for sale of substantial amounts of our Class A ordinary shares could adversely affect their market price. For details, see the risk factor with the same heading on page 59 in our most recent Annual Report on Form 20-F.

●

Techniques employed by short sellers may drive down the market price of our Class A ordinary shares. For details, see the risk factor with the same heading on page 59 in our most recent Annual Report on Form 20-F.

●

If we are classified as a passive foreign investment company, or PFIC, United States taxpayers who own our Class A ordinary shares may have adverse United States federal income tax consequences. For details, see the risk factor with the same heading on page 58 in our most recent Annual Report on Form 20-F.

S-12

The Offering

Securities Offered by us Pursuant to this Prospectus Supplement		1,500,000 Class A ordinary shares, including the Pre-Funded Warrants to purchase Class A ordinary shares in lieu of Purchase Shares and class A ordinary shares issuable upon the exercise of such Pre-Funded Warrants.

Offering Price		$2.80 per Class A ordinary share

Total Class A Ordinary Shares Outstanding Immediately Before this Offering		2,798,128 Class A ordinary shares

Class A Ordinary Shares to be Outstanding Immediately After this Offering		4,298,128 Class A ordinary shares, assuming all of the Pre-Funded Warrants offered and sold in this Offering are exercised.

Pre-Funded Warrants		The exercise price of each Pre-Funded Warrant is $0.16 per Class A ordinary share. Each Pre-Funded Warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. See “Description of Securities We Are Offering—Pre-Funded Warrants.” This prospectus supplement also relates to the Offering of the Warrant Shares issuable upon the exercise of such Pre-Funded Warrants.

Risk factors		Investing in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest in our securities, see the information contained in or incorporated by reference under the heading “Supplemental Risk Factors” beginning on page S-14 of this prospectus supplement, on page [ ] of the accompanying prospectus, in our most recent Annual Report on Form 20-F and in the other documents incorporated by reference into this prospectus supplement.

Market for the Class A Ordinary Shares		Our Class A ordinary Shares are traded on the NYSE American under the same ticker symbol of “BQ.” We do not intend to apply for listing of our Pre-Funded Warrants on any national securities exchange. As a result, there is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop.

Use of Proceeds		We intend to use the net proceeds from this Offering for working capital and general corporate purposes. See “Use of Proceeds” of this prospectus supplement.

Transfer Agent		Vstock Transfer, LLC

S-13

Supplemental Risk Factors

Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks described below, together with all of the other information contained in this prospectus supplement and the accompanying prospectus and incorporated by reference herein and therein, including from our most recent Annual Report on Form 20-F and subsequent filings. Some of these factors relate principally to our business and the industry in which we operate. Other factors relate principally to your investment in our securities. The risks and uncertainties described therein and below are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business and operations. If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially and adversely affected. In such case, you may lose all or part of your investment.

Risks Related to this Offering

Since our management will have broad discretion in how we use the proceeds from this Offering, we may use the proceeds in ways with which you disagree.

Our management will have significant flexibility in applying the net proceeds of this Offering. You will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flow.

Future sales of our Class A ordinary shares, whether by us or our shareholders, including the Purchasers, could cause the price of our Class A ordinary shares to decline.

In this Offering, the Purchasers are purchasing from us an aggregate of 1,500,000 Class A ordinary shares, including the Pre-Funded Warrants to purchase Class A ordinary shares in lieu of Purchase Shares and class A ordinary shares issuable upon the exercise of such Pre-Funded Warrants. If our existing shareholders, including the Purchasers, sell, or indicate an intent to sell, substantial amounts of our Class A ordinary shares in the public market, the trading price of our Class A ordinary shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our Class A ordinary shares could also depress the market price of our shares. A decline in the price of our Class A ordinary shares might impede our ability to raise capital through the issuance of additional Class A ordinary shares or other equity securities. In addition, the issuance and sale by us of additional Class A ordinary shares, or securities convertible into or exercisable for our Class A ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our Class A ordinary shares as well as make future sales of equity securities by us less attractive or not feasible. The sale of Class A ordinary shares issued upon the exercise of our outstanding Pre-Funded Warrants could further dilute the holdings of our then existing shareholders.

S-14

There is no public market for the Pre-Funded Warrants being offered in this Offering.

There is no public trading market for the Pre-Funded Warrants being offered in this Offering, and we do not expect a market to develop. In addition, we do not intend to list the Pre-Funded Warrants on the NYSE American or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. See “Description of Securities We Are Offering—Warrants.”

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise or, at the holder’s option, no cash payment at all if a cashless exercise is elected. Accordingly, we will not receive any or any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

Holders of the Pre-Funded Warrants will have no rights as holders of Class A ordinary shares until such holders exercise their Pre-Funded Warrants and acquire our Class A ordinary shares.

Until holders of the Pre-Funded Warrants exercise their Pre-Funded Warrants and acquire our Class A ordinary shares, such holders will have no rights with respect to our Class A ordinary shares underlying such Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a holder of Class A ordinary shares only as to matters for which the record date occurs after the exercise date.

In addition to rights and remedies available to all purchasers in this Offering under federal and state securities law, the purchasers that enter into the Securities Purchase Agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the Securities Purchase Agreement including, but not limited to: (i) timely delivery of shares; and (ii) indemnification for breach of contract, among other matters.

Class A ordinary shares representing a substantial percentage of our outstanding shares may be sold in this Offering, which could cause the price of our Class A ordinary shares to decline.

Pursuant to this Offering, we are selling an aggregate of 1,500,000 Class A ordinary shares, including 698,000 Purchase Shares and 802,000 Warrant Shares. This sale and any future sales of a substantial number of Class A ordinary shares in the public market, or the perception that such sales may occur, could materially adversely affect the price of our Class A ordinary shares. We cannot predict the effect, if any, that market sales of those Class A ordinary shares or the availability of those Class A ordinary shares for sale will have on the market price of our Class A ordinary shares.

S-15

Risks Related to our Class A Ordinary Shares

We have adopted a triple-class share structure such that our ordinary shares consist of Class A ordinary shares, Class B ordinary shares, and Class C ordinary shares. In respect of matters requiring the votes of shareholders, each Class A ordinary share is entitled to one vote, each Class B ordinary share is entitled to 20 votes, and each Class C ordinary share is entitled to 100 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not a Founder (as such term is defined under our MAA) or an affiliate of a Founder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to a person who is not a Founder or an affiliate of a Founder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. There is no limit on the circumstances where holders of Class B ordinary shares may transfer or otherwise dispose of their Class B ordinary shares. Mr. Hao (Louis) Liang, Ms. Yingzhi (Lisa) Tang and a former director beneficially own all of our issued Class B ordinary shares. As of the date of this prospectus supplement, the Class B ordinary shares they held in the aggregate accounted for approximately 1.7% of our total issued and outstanding share capital and 2.9% of the aggregate voting power of our total issued and outstanding shares. The Class C Ordinary Shares carry certain restrictions, including: (i) no conversion into Class A or Class B ordinary shares of the Company under any circumstances, (ii) no entitlement to receive dividends, and (iii) non-transferability under any circumstances. Mr. Hao (Louis) Liang and Ms. Yingzhi (Lisa) Tang beneficially own all of our issued Class C ordinary shares. As of the date of this prospectus, the Class C ordinary shares they collectively own an aggregate of approximately 10.2% of the Company’s issued and outstanding ordinary shares and approximately 89.4% of the Company’s total voting power.

As a result of this triple-class share structure, the holders of our Class B and Class C ordinary shares will have complete control over the outcome of matters put to a vote of shareholders and have significant influence over our business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. The holders of Class B and Class C ordinary shares may take actions that are not in the best interest of us or our other shareholders. It may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Class A ordinary shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

Future issuances of our Class B and Class C ordinary shares, which can be approved by the Board, could result in dilution to existing holders of our Class A ordinary shares. Such issuances, or the perception that such issuances may occur, could depress the market price of our Class A ordinary shares. We may issue additional equity securities from time to time, including Class B and Class C ordinary shares. As a result, holders of Class A ordinary shares bear the risk that future issuances of equity securities may reduce the value of their Class A ordinary shares and dilute their ownership interests. In addition, any conversion of any Class B ordinary shares into Class A ordinary shares, at the option of any holder of Class B ordinary shares, would dilute holders of Class A ordinary shares in terms of voting power and beneficial ownership and as a result, the market price of our Class A ordinary shares could be adversely affected. Furthermore, the conversion of Class B ordinary shares to Class A ordinary shares, while increasing the absolute voting power of holders of our Class A ordinary shares, may have the effect of increasing the relative voting power of the holders of Class B ordinary shares who retain their shares in the long term. As a result, the relative voting power of holders of Class A ordinary shares may remain limited for a significant period of time.

The triple-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the triple-class structure of our ordinary shares may prevent the inclusion of our Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A ordinary shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A ordinary shares.

S-16

Use of Proceeds

We estimate that the net proceeds from the sale of the securities offered by this prospectus supplement, after deducting the Placement Agent fees and other estimated expenses of this Offering payable by us, will be approximately $3.63 million.

We intend to use the net proceeds from the sale of the Purchase Securities offered by us hereunder for general corporate purposes, including research and development expenses and working capital. We will have broad discretion in the way we use the net proceeds of this Offering. The amounts and timing of our actual expenditures will depend on numerous factors, such as our business development in the pet products and service and expenses related to optimizing our technology on big data analytics, and any unforeseen cash needs and other factors described under “Supplemental Risk Factors” in this prospectus supplement, the “Risk Factors” in the accompanying prospectus, and the documents incorporated by reference herein and therein, as well as the amount of cash used in our operations.

Dividend Policy

S-17

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

	●	on an actual basis; and

	●	on a pro forma basis to give effect to the issuance and sale of 1,500,000 Class A ordinary shares (including the Warrant Shares) in this Offering at an offering price of US$2.80 per share.

	March 31, 2025
	Actual			Pro forma as Adjusted
	US$			US$
	(All amounts in thousands, except for share and per share data, unless otherwise noted)
Equity
Class A ordinary shares ,US$0.001 par value; 15,000,000,000 shares authorized, 447,691,753 shares issued and outstanding as of March 31, 2025. 687,691,753 shares issued and outstanding, pro forma as adjusted (unaudited)		429			669
Class B ordinary shares ,US$0.001 par value; 2,000,000,000 shares authorized, 13,037,729 shares issued and outstanding as of March 31, 2025, actual and as adjusted(unaudited).		11			11
Additional paid-in capital		460,557			464,517
Statutory reserves		534			534
Accumulated other comprehensive loss		(5,205	)		(5,205	)
Accumulated deficit		(429,310	)		(429,310	)
Receivable for issuance of ordinary shares		(861	)		(861	)
Total equity		26,155			30,355
Total capitalization		26,155			30,355

DILUTION

Our net tangible book value as of March 31, 2025 was approximately $28.24 million, or $9.81 per ordinary share. Net tangible book value per share represents the amount of our total tangible assets, less our total liabilities, divided by the number of ordinary shares outstanding as of March 31, 2025.

After giving effect to the sale of the 1,500,000 Class A ordinary shares at the offering price of $2.80 per Class A ordinary share, including the Pre-Funded Warrants in lieu th ereof, in this Offering, and after deducting estimated offering expenses, our pro forma as adjusted net tangible book value as of March 31, 2025 would have been approximately $31.92 million, or $7.29 per share. This represents an immediate dilution in net tangible book value of $2.52 per share to our existing shareholders and an immediate increase in net tangible book value of $4.49 per share to the Purchasers, as illustrated in the following table:

Assumed public offering price per ordinary share	$	2.80
Net tangible book value per ordinary share as of March 31, 2025	$	9.81
Decrease in net tangible book value per ordinary share attributable to our existing shareholders	$	2.52
As adjusted net tangible book value per ordinary share as of March 31, 2025, after giving effect to this Offering	$	7.29
Increase in net tangible book value per ordinary share to the Purchasers	$	4.49

S-18

DESCRIPTION OF SECURITIES WE ARE OFFERING

Class A Ordinary Shares

We are offering 1,500,000 Class A ordinary shares, including 698,000 Purchase Shares and 802,000 Warrant Shares, at an offering price of US$2.80 per share pursuant to this prospectus supplement and the accompanying prospectus. The material terms and provisions of our ordinary shares are described under Exhibit 2.1 to our most recent Annual Report on Form 20-F.

Pre-Funded Warrants

The following is a brief summary of certain terms and conditions of the Warrants being offered in this Offering. The following description is subject in all respects to the provisions contained in the Warrants.

Form

The Pre-Funded Warrants will be issued as individual warrants to the Purchasers. The form of Warrants will be filed as an exhibit to a current report on Form 6-K that we will file with the SEC.

Term

The Pre-Funded Warrants will not expire until they are fully exercised.

Exercisability

The Pre-Funded Warrants are exercisable at any time until they are fully exercised. The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares will be issued in connection with the exercise of a Pre-Funded Warrant. The holder of the Pre-Funded Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the Pre-Funded Warrant in Class A ordinary shares determined according to the formula set forth in the Pre-Funded Warrant.

Exercise Limitations

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any such Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of Class A ordinary shares beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Class A ordinary shares would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange) would exceed 4.99% (or, at the election of the Purchaser at closing, 9.99%) of the number of Class A ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Pre-Funded Warrant, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such Pre-Funded Warrants, provided that such percentage may in no event exceed 9.99%.

Exercise Price

The exercise price of our Class A ordinary shares purchasable upon the exercise of the Pre-Funded Warrants is US$0.16 per share. The exercise price of the Pre-Funded Warrants and the number of Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants is subject to appropriate adjustment in the event of certain share dividends and distributions, share subdivision, share combinations, reclassifications or similar events affecting our Ordinary Shares, as well as upon any distribution of assets, including cash, shares or other property, to our shareholders.

S-19

Transferability

Subject to applicable laws and certain requirements under the Securities Purchase Agreement, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

No Market for Pre-Funded Warrants

There is no public trading market for the Pre-Funded Warrants. We do not intend to apply to list the Pre-Funded Warrants on any securities exchange. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Fundamental Transactions

Upon the consummation of a fundamental transaction (as described in the Pre-Funded Warrants, and generally including any reorganization, recapitalization or reclassification of our ordinary shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding ordinary shares, or any person or group becoming the beneficial owner of 50% of the voting power of our outstanding ordinary shares), the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants.

No Rights as a Shareholder

Except by virtue of such holder’s ownership of Class A ordinary shares, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our Class A ordinary shares, including any voting rights, until such holder exercises the Pre-Funded Warrants.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A ordinary shares is Vstock Transfer, LLC, 18 Lafayette Place Woodmere, New York 11598.

Listing

Our Class A ordinary shares are listed on the NYSE American under the symbol “BQ.”

S-20

PLAN OF DISTRIBUTION

We have entered into a placement agency agreement with Univest in connection with this Offering. The Placement Agent is not purchasing or selling any securities offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby.

We entered into the Securities Purchase Agreement with certain Purchasers, pursuant to which we agreed to issue to the Purchasers an aggregate of (i) 698,000 Purchase Shares, (ii) 802,000 Pre-Funded Warrants and (iii) 802,000 Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in this takedown from our shelf registration statement, and we will only sell to investors who have entered into the securities purchase agreements with us.

We expect delivery of the Purchase Shares and Pre-Funded Warrants issued and sold in this Offering to occur on November 4, 2025, subject to the satisfaction of customary closing conditions.

Fees and Expenses

We have agreed to pay the Placement Agent upon the closing a cash fee equal to 7.0% of the aggregate gross proceeds of this Offering. In addition, we agreed to reimburse the Placement Agent for the actual and reasonable expenses incurred by it in connection with the Offering, not to exceed US$100,000.

	Per Class A Ordinary Share		Per Pre-Funded Warrant		Total
Public offering price	$	2.80	$	2.64	$	4,200,000
Placement Agent fees (1)	$	0.196	$	0.1848	$	294,000
Proceeds, before expenses, to the Company	$	2.604	$	2.4552	$	3,906,000

After deducting fees due to the Placement Agent and our estimated offering expenses, we expect the net proceeds from this Offering to be approximately US$3.63 million.

Tail

We have also agreed to pay the Placement Agent a tail fee equal to the compensation commensurate with the compensation paid or payable to the placement agent in connection this Offering in any subsequent offering of equity, debt and/or equity derivative instruments to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction within twelve (12) months from the closing date of this Offering, to the extent such subsequent offering is consummated at any time within the 12-month period from the closing date of this Offering.

Indemnification

We have agreed to indemnify the Placement Agent and certain other persons against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Lock-Up Agreements

Our executive officers, directors and 10% or greater shareholders, have agreed, for a period of 90 days from the date of this prospectus supplement, subject to certain conditions and exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to, any Class A ordinary shares of the Company or securities convertible, exchangeable or exercisable into, Class A ordinary shares of the Company beneficially owned, held or hereafter acquired.

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any fees or commissions received by it and any profit realized on the resale of securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent is required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of Class A Ordinary Shares and Pre-Funded Warrants by the Placement Agent. Under these rules and regulations, the Placement Agent:

●

may not engage in any stabilization activity in connection with our securities; and

●

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

From time to time in the common course of their respective businesses, the Placement Agent or its affiliates have in the past or may in the future engage in investment banking and/or other services with us and our affiliates for which it has or may in the future receive customary fees and expenses.

Electronic Distribution

This prospectus supplement and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by the underwriter or by its affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus supplement and the accompanying prospectus in electronic format, the information on the underwriter’s websites or our website and any information contained in any other websites maintained by the underwriter or by us is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.

Relationships

The Placement Agent and its affiliates may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, the Placement Agent and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. However, except as disclosed in this prospectus supplement, we have no present arrangements with the Placement Agent for any further services.

S-21

LEGAL MATTERS

We are being represented by Ellenoff Grossman & Schole LLP with respect to legal matters of United States federal securities. The validity of the Class A ordinary shares offered in this Offering and legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (Hong Kong) LLP. Certain legal matters as to PRC law will be passed upon for us by Recfoo PRC Lawyers. Ellenoff Grossman & Schole LLP may rely upon Maples and Calder (Hong Kong) LLP with respect to matters governed by Cayman Islands law and Recfoo PRC Lawyers with respect to matters governed by PRC law.

EXPERTS

The consolidated financial statements as of and for the years ended March 31, 2025 and 2024, incorporated by reference in this prospectus to the Annual Report on Form 20-F for the year ended March 31, 2025, have been so incorporated in reliance on the report of Assentsure, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

S-22

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, them, which means that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically updates and supersedes any information in this prospectus.

The documents we are incorporating by reference are:

●

our Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 19, 2025, including Exhibits 3.1 and 10.1 thereto;

●

our Annual Report on Form 20-F for the fiscal year ended March 31, 2025, filed with the SEC on July 21, 2025; and

●

the description of the securities contained in our registration statement on Form 8-A initially filed with the SEC on September 22, 2020, pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description.

We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and we may also incorporate certain reports on Forms 6-K that we furnish to the SEC by identifying in such Forms that they are being incorporated by reference into this Form F-3 after (i) the date of the initial registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement (if they state that they are incorporated by reference into such registration statement) and (ii) the date of this prospectus prior to the termination of this Offering (if they state that they are incorporated by reference into this prospectus). In all cases, you should rely on the later information over different information included in this prospectus or any accompanying prospectus supplement.

Unless expressly incorporated by reference, nothing in this prospectus supplement shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

Any statement contained in a document incorporated by reference into this prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, in one of those other documents or in any other later filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any such statement

so modified shall not be deemed, except as so modified, to constitute a part of this prospectus supplement. Any such statement so superseded shall be deemed not to constitute a part of this prospectus.

Any person receiving a copy of this prospectus supplement, including any beneficial owner, may obtain without charge, upon written or oral request, a copy of any of the documents incorporated by reference into this prospectus supplement, except for the exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents. Requests should be directed to our principal executive office, Room 1203, 12th Floor, Building T1, Smart Cloud, No. 1, Lane 235, Yubei Road, Pudong New District, Shanghai 201204, the People’s Republic of China. Telephone number is +86-21-68826799.

You should rely only on information contained in, or incorporated by reference into, this prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

S-23

Where You Can Find More Information

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the offer and sale of securities pursuant to this prospectus supplement and the accompanying prospectus. This prospectus supplement does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto in accordance with the rules and regulations of the SEC and no reference is hereby made to such omitted information. Statements made in this prospectus supplement concerning the contents of any contract, agreement or other document filed as an exhibit to the registration statement are summaries of all of the material terms of such contract, agreement or document, but do not repeat all of their terms. Reference is made to each such exhibit for a more complete description of the matters involved and such statements shall be deemed qualified in their entirety by such reference.

We are subject to the reporting requirements of the Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports with the SEC, including annual reports on Form 20-F which are required to be filed within four months following our fiscal year end. Our fiscal year end is March 31 of each year. We also furnish to the SEC under cover of Form 6-K material information required to be made public in the Cayman Islands, filed with and made public by any stock exchange or automated quotation system or distributed by us to our shareholders. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. In addition, our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.

The registration statement and the exhibits and schedules thereto, and reports and other information filed by us with the SEC may be inspected, without charge, and copies may be obtained at prescribed rates, at the public reference facility maintained by the SEC at its principal office at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference facility by calling 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, including the Company, which can be accessed at http://www.sec.gov.

S-24

ENFORCEMENT OF CIVIL LIABILITIES

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

●

political and economic stability;

●

an effective judicial system;

●

a favorable tax system;

●

the absence of exchange control or currency restrictions; and

●

the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

●

the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

●

Cayman Islands companies may not have the standing to sue before the federal courts of the United States.

Our MAA do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Currently, substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and executive officers are nationals or residents of China, and all of their assets are located in China. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, DE 19711, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us the courts of the Cayman Islands are unlikely (a) to recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (b) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

S-25

Maples and Calder (Hong Kong) LLP has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands will recognise and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided such judgment (a) is final and conclusive and for a liquidated sum, (b) is not in respect of taxes, a fine or a penalty, (c) inconsistent with a Cayman Islands judgment in respect of the same matter, (d) is not impeachable on the grounds of fraud, or (e) is not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

PRC

Refcoo PRC Lawyers, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the PRC would (a) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (b) entertain original actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

Refcoo PRC Lawyers have advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

S-26

PROSPECTUS

US$260,000,000

Boqii Holding Limited

Class A Ordinary Shares

Warrants

Units

Boqii Holding Limited ( “the Company”) may offer from time to time up to a total amount of US$260,000,000, consisting of (i) Class A ordinary shares, par value US$0.001 per share, including American depositary shares, or ADSs, each representing 4.5 Class A ordinary shares, (ii) warrants to purchase Class A ordinary shares or other securities, (iii) units (collectively, the “Securities”), or any combination thereof, in one or more offerings, at prices and on terms described in one or more supplements to this prospectus.

Each time we sell Securities, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of these Securities. The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a specific offering. You should read this prospectus, any prospectus supplement and any free writing prospectus carefully before you invest in any of our Securities.

We may sell the Securities independently or together with any other Securities registered hereunder to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any of the Securities, their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.

Our ADSs are currently listed on the NYSE under the symbol “BQ.” As of November 14, 2022, the closing price of our ADSs on the NYSE was US$1.08 per ADS. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the Securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

Investing in our Securities involves risks. You should read the “Risk Factors” in Item 3.D of our most recent annual report on Form 20-F incorporated by reference in this prospectus, the “Risk Factors” of this prospectus, and in any applicable prospectus supplement(s), any related free writing prospectus and the documents we incorporate by reference in this prospectus before investing in our Securities.

Boqii Holding Limited is a Cayman Islands holding company with no business operations. Our corporate structure involves unique risks to investors in the ADSs. The Company conducts its operations in China through its PRC subsidiaries and the consolidated variable interest entities, or the VIEs, and the VIEs’ subsidiaries. The Company, its shareholders who are non-PRC residents and its subsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrict foreign investment in companies that engage in value-added telecommunication services and certain other restricted services related to our businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by and among its PRC subsidiaries (namely Xingmu WFOE, Shanghai Xincheng and Meiyizhi WFOE, or collectively, the WFOEs), the VIEs and the respective shareholders of the VIEs. This structure allows the WFOEs to exercise effective control over the VIEs, and be considered the primary beneficiary of the VIEs, which serves the purpose of consolidating the VIEs’ operating results in the Company’s financial statements under the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. Investors in the Company’s ADSs are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by the Company’s subsidiaries and the VIEs. The securities offered in this prospectus are securities of our Cayman Islands holding company, not of its operating subsidiaries or the VIEs. Investors of the Company’s ADSs may never hold equity interests in our PRC operating subsidiaries or the VIEs. As used in this prospectus, “Boqii,” “we,” “us,” “our company,” “the Company,” “the Group” and “our” refer to Boqii Holding Limited, a Cayman Islands exempted company and its subsidiaries and, in the context of describing our operations and consolidated financial information, its VIEs and their respective subsidiaries, “the VIEs” refers to the consolidated PRC variable interest entities, including Suzhou Taicheng, Shanghai Guangcheng, Nanjing Xingmu and Suzhou Xingyun.

We and our investors face significant uncertainty about potential future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of our company as a whole. As of the date of this prospectus, to the best knowledge of our Company, our directors and management, the VIE agreements have not been tested in a court of law in the PRC. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to material penalties or be forced to relinquish our interests in those operations or otherwise significantly change our corporate structure. Our ADSs may decline in value or become worthless, if we are unable to claim our contractual control rights over the assets of the VIEs that conduct substantially all of our operations in China. For a detailed description of the risks associated with our corporate structure, see “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Corporate Structure and Contractual Arrangements” in our annual report on Form 20-F for the fiscal year ended March 31, 2022 filed with the SEC on July 27, 2022 (the “FY 2022 Form 20-F”) and “Risk Factors—Risks Related to Our Corporate Structure and Contractual Arrangements” in this prospectus.

Further, we are subject to certain legal and operational risks associated with the operations of our subsidiaries and the VIEs in the PRC. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material negative change in our subsidiaries’ and the VIEs’ operations, significant depreciation of the value of our ADSs, or a complete hindrance of our ability to offer or continue to offer our securities to investors, which could cause the value of your securities to become worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over PRC-based companies listed overseas using the VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact of such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. For a detailed description of risks related to doing business in China, see “Item 3. Key Information—3.D. Risk Factor—Risks Related to Doing Business in China” in our FY 2022 Form 20-F and “Risk Factors—Risks Related to Doing Business in China—PRC laws and regulations regarding data security and cybersecurity are evolving. These laws and regulations are subject to change and substantial uncertainties, and could have material impact on our business operation” in this prospectus.

Our ADSs will be prohibited from trading on a national exchange or over-the-counter in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect or fully investigate auditors located in China for three consecutive years. The trading prohibition could be accelerated to 2023 if the Accelerating Holding Foreign Companies Accountable Act is enacted. The process for implementing trading prohibitions pursuant to the HFCAA will be based on a list of registered public accounting firms that the PCAOB has been unable to inspect and investigate completely as a result of a position taken by a non-U.S. government, or the Relevant Jurisdiction. The first such list was included in a release by the PCAOB on December 16, 2021, or the PCAOB December 2021 Release, and all PCAOB-registered firms in China, including our auditor, were included on that list. We were conclusively identified as a “Commission-Identified Issuer” under the HFCAA on August 22, 2022. See https://www.sec.gov/hfcaa. Such identification and other efforts under the HFCAA to increase U.S. regulatory access to audit information could cause investment uncertainties for affected issuers, including us, which could increase the volatility of the trading price of our ADSs. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance of PRC, or the Protocol, taking the first step toward opening access for the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. Furthermore, the PCAOB will need to reassess by the end of 2022 whether China remains a jurisdiction where the PCAOB is not able to inspect and investigate completely auditors registered with the PCAOB. However, there are uncertainties with respect to regulatory cooperation between the PCAOB and the Chinese regulators. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Such risks could result in a material change in our operations and/or the value of our ADSs or could significantly limit or completely hinder our ability to offer or continue to offer ADSs and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to HFCAA, see “Risk Factors—Risks Related to Doing Business in China—Our ADSs will be prohibited from trading in the United States under the HFCAA, in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” in this prospectus. In addition, the inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

We currently do not have cash management policies that dictate how funds are transferred between us, our subsidiaries and the VIEs. In practice, we estimate and allocate funds to our WFOE and the VIEs based on their respective available cash balances and forecasted cash requirements. For details, see “Prospectus Summary—Cash Flows through Our Organization” included below in this prospectus. As of March 31, 2022, Boqii Holding Limited had made cumulative capital contributions of RMB1,065.1 million to its PRC subsidiaries through intermediate holding companies, and were accounted as for long-term investments of Boqii Holding Limited. Furthermore, funds equivalent to RMB9.8 million and RMB31.4 million were provided to the PRC subsidiaries as loans in 2021 and 2022, which were accounted as intra-Group payables due to the Group’s entities. These funds have been used by the PRC subsidiaries for their operations. The VIEs may transfer cash to the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to these agreements between each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services related to design and maintenance of the E-Commerce platform, consulting services, technical training, research, planning and development of the market and customer support at an amount based on 100% of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. Considering the future operating and cash flow needs of the VIEs, for the years ended March 31, 2020, 2021 and 2022, no service fees were charged to the VIEs by the WFOEs, and no payments were made by the VIEs under these agreements. As of March 31, 2022, the VIEs have not distributed earnings or settled any amounts owed to us under the VIE agreements. However, if there is any amount payable to relevant WFOEs under the VIE agreements, the VIEs plan to settle the amount accordingly. For more information, see “Item 4. Information on the Company—4.A. History and Development of the Company—Recent Regulatory Development—Condensed Consolidating Schedule” and the consolidated financial statements in our FY 2022 Form 20-F and the condensed consolidating schedule included elsewhere in this prospectus. There are limitations on our ability to transfer cash between the Company, its subsidiaries and the VIEs, and there is no assurance that PRC government will not intervene or impose restrictions on the ability of the Company, its subsidiaries and the VIEs to transfer cash. For more information, see “Item 4. Information on the Company—4.A. History and Development of the Company—Recent Regulatory Development—Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities, Across Borders and to U.S. Investors” in our FY 2022 Form 20-F and “Prospectus Summary—Cash Flows through Our Organization—Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities, Across Borders and to U.S. Investors” included elsewhere in this prospectus.

As of the date of this prospectus, the Company has not declared or paid any cash dividend, dividend in kind or distributions, and has no plan to declare or pay any dividends or distributions in the near future on its shares or the ADSs representing its Class A ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. For details regarding the payments between the Company, its subsidiaries and the VIEs, see “Prospectus Summary—Cash Flows through Our Organization” in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2022.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		1

INCORPORATION OF DOCUMENTS BY REFERENCE		3

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS		4

PROSPECTUS SUMMARY		5

RISK FACTORS		30

USE OF PROCEEDS		41

DESCRIPTION OF SHARE CAPITAL		42

DESCRIPTION OF AMERICAN DEPOSITARY SHARES		52

DESCRIPTION OF WARRANTS		60

DESCRIPTION OF UNITS		61

PLAN OF DISTRIBUTION		62

TAXATION		65

ENFORCEABILITY OF CIVIL LIABILITIES		66

LEGAL MATTERS		68

EXPERTS		68

WHERE YOU CAN FIND MORE INFORMATION ABOUT US		68

ABOUT THIS PROSPECTUS

Before you invest in any of our securities, you should carefully read this prospectus and any prospectus supplement, together with the additional information described in the sections entitled “Where You Can Find More Information About Us” and “Incorporation of Documents by Reference” in this prospectus.

In this prospectus, unless otherwise indicated or unless the context otherwise requires:

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“ADSs” refers to the American depositary shares, each representing 4.5 Class A ordinary shares;

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“Boqii,” “we,” “us,” “our company,” “the Company,” “the Group” and “our” refer to Boqii Holding Limited, a Cayman Islands exempted company and its subsidiaries and, in the context of describing our operations and consolidated financial information, its VIEs and their respective subsidiaries;

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“brand owner” refers to a company engaging in the production and sale of branded pet goods;

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“brand partner” refers to a specific brand owner whose products are sold via our online sales platforms and offline network;

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“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.001 per share;

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“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.001 per share;

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“China” or “the PRC” refers to the People’s Republic of China, including Hong Kong and Macau and, only for the purpose of this prospectus, excluding Taiwan; the only instances in which “China” or “the PRC” do not include Hong Kong or Macau are when used in the case of laws and regulations, including, among others, tax matters, adopted by the People’s Republic of China; the legal and operational risks associated with operating in China also apply to our operations in Hong Kong;

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“GMV” refers to gross merchandise volume, which is the total value of confirmed orders placed with us and sold through distribution model or drop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned, calculated based on the listed prices of the ordered products without taking into consideration any discounts. With respect to products sold by Xingmu, such GMV is calculated based on the suggested retail prices of the ordered products without taking into consideration any discounts and regardless of whether the products are delivered or returned. For the avoidance of doubt, the total GMV amounts disclosed in this prospectus (i) includes GMV of products sold by Xingmu, (ii) excludes products sold through consignment model and (iii) excludes the value of services offered by us;

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“KOL” refers to key opinion leaders, or individuals who have the power to engage and impact people within a specific community or field;

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“MAU” refers to monthly active user, or the aggregate number of unique devices that were used to access our online platforms at least once in a given month. Our MAUs are calculated using internal company data, treating each distinguishable device as a separate MAU even though some users may access our platforms using more than one device and multiple users may access our platforms using the same device;

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“online platforms” refers to our online sales platforms and our content platform;

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“online sales platforms” refer to Boqii Mall, our flagship stores on third-party e-commerce platforms and our proprietary SaaS system;

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“MAA” means the twelfth amended and restated memorandum and articles of association of our company currently effective;

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“RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China;

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“Shanghai Guangcheng” refers to Guangcheng (Shanghai) Information Technology Co., Ltd.;

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“Meiyizhi WFOE” refers to Shanghai Meiyizhi Supply Chain Co., Ltd.;

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“Shanghai Xincheng” refers to Xincheng (Shanghai) Information Technology Co., Ltd.;

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“shares” or “ordinary shares” refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.001 per share;

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“Suzhou Taicheng” refers to Suzhou Taicheng Supply Chain Co., Ltd.;

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“Suzhou Xingyun” refers to Suzhou Xingyun Yueming Supply Chain Co., Ltd.;

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“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States;

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“Xingmu” or “Nanjing Xingmu” refers to Nanjing Xingmu Biotechnology Co., Ltd.;

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“Xingmu WFOE” refers to Nanjing Xinmu Information Technology Co., Ltd.; and

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“Yoken WFOE” refers to Chengdu Chongaita Information Technology Co., Ltd.

This prospectus is part of a registration statement on Form F-3 that we filed with the United States Securities and Exchange Commission, or SEC, utilizing a shelf registration process permitted under the Securities Act of 1933, or the Securities Act. By using a shelf registration statement, we may sell any of our securities from time to time and in one or more offerings. Each time we sell securities, we may provide a supplement to this prospectus that contains specific information about the securities being offered and the terms of that offering. The supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or the applicable supplement to this prospectus is accurate as of its respective date, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them. This means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents should not create any implication that there has been no change in our affairs since such date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference the documents listed below:

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the annual report on Form 20-F for the fiscal year ended March 31, 2022 filed with the SEC on July 27, 2022, or the FY 2022 Form 20-F;

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the report on Form 6-K regarding the senior management change furnished with the SEC on September 6, 2022 and any exhibit contained therein;

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the report on Form 6-K regarding our unaudited financial results for the first quarter ended June 30, 2022 furnished with the SEC on September 15, 2022 and any exhibit contained therein; and

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with respect to each offering of securities under this prospectus, all our subsequent annual reports on Form 20-F and any report on Form 6-K that indicates that it is being incorporated by reference, in each case, that we file with the SEC on or after the date of this prospectus and until the termination or completion of the offering under this prospectus.

Our FY 2022 Form 20-F contains a description of our business and audited consolidated financial statements with a report by our independent auditor. These financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents we refer to above which we have incorporated in this prospectus by reference, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in the documents. You should direct your requests to our principal executive office located at Building 9, No. 388, Shengrong Road, Pudong New District, Shanghai 201210, the People’s Republic of China. Our telephone number at this address is +86-21-68826799.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and related free writing prospectus, and the information incorporated by reference herein and therein may contain forward-looking statements that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

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our mission and strategies;

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our future business development, financial conditions and results of operations;

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the expected growth of the online retail and pet industries in China;

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our expectations regarding demand for and market acceptance of our products and services;

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our expectations regarding keeping and strengthening our relationships with customers, users, KOLs, brand partners, manufacturers, strategic partners, offline pet stores and pet hospitals and other stakeholders;

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competition in our industry;

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general economic and business condition in China;

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global or national health concerns, including the outbreak of pandemic or contagious diseases such as the pandemic of COVID-19;

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legislative and regulatory developments related to U.S.-listed China-based companies due to lack of PCAOB inspection;

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relevant government policies and regulations relating to our industry; and

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other risk factors discussed under “Item 3. Key Information—3.D. Risk Factors” in our FY 2022 Form 20-F.

You should read this prospectus, any accompanying prospectus supplement and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus and any accompanying prospectus supplement include additional factors that could adversely affect our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements speak only as of the date they are made, and except to the extent required by applicable laws and regulations, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. This prospectus contains or incorporates by reference data, including we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs. In addition, the rapidly changing nature of pet industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. We urge you to read this entire prospectus (as supplemented or amended), including our consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference in this prospectus from our other filings with the SEC, before making an investment decision. Investors should note that Boqii Holding Limited, our ultimate Cayman Islands holding company, is not an operating company, and we conduct our operations in mainland China described in this prospectus primarily through our PRC subsidiaries and the VIEs, and their subsidiaries.

Company Overview

Boqii was founded for the love of pets. With this belief, we are inspired to empower the pet ecosystem and instill love and trust into pet parenting. We offer a truly one-stop destination that pet parents in China may go to get everything they need for their pets and share their passion for pet parenting. They come to Boqii to discover the best pet products for their pets, share their most memorable pet raising stories, and find ways to make their pets healthier and happier. With our purpose-built platform, we are reshaping how pet parents in China engage with their pets—by educating and inspiring them to become better pet parents, helping them find what their pets need, and bringing them a unique shopping experience. We believe you will love Boqii if you love pets. With online sales platforms at its core, we extend our reach offline to connect and empower other participants in the pet value chain, including brand partners, manufacturers of pet products, physical pet stores and pet hospitals, and pet-related content providers.

We seamlessly connected 620 brand partners with pet parents in China since our inception and up to March 31, 2022. We are redefining e-commerce for pet parents by providing an accessible, personalized and enjoyable shopping experience based on a deep understanding of our users and customers and their pets by leveraging extensive user interactions and transactional behaviors we have observed over the years. We create and continue to develop our private brands, Yoken and Mocare, with compelling quality and prices. Users and customers come to shop on Boqii because we offer them a high-quality, high-touch experience. Since our inception, we had delivered more than 59.5 million online orders to our users and customers as of March 31, 2022.

We deeply understand and care about our users and customers and their pets. We engage with our users and customers through shopping, content, social media, and offline events, spurring interactions in a way that traditional retailers do not. On top of extensive interactions and transactional behaviors we have observed, we have developed a profound understanding of who our users and customers are, what they are keen to buy for their pets, how they communicate with other pet parents, and what content they resonate with. Our rich content not only guides users and customers along their shopping journey, but also becomes a trusted source for discovery and inspiration for all pet lovers.

We generate revenues primarily from transactions completed on our online sales platforms and by supplying products to physical pet stores we cooperate with.

Holding Company Structure and Contractual Arrangements with the VIEs

Boqii Holding Limited is a Cayman Islands holding company with no business operations. Our corporate structure involves unique risks to investors in the ADSs. The Company conducts its operations in China through its PRC subsidiaries and the consolidated variable interest entities, or the VIEs, and the VIEs’ subsidiaries. The Company, its shareholders who are non-PRC residents and its subsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrict foreign investment in companies that engage in value-added telecommunication services and certain other restricted services related to our businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by and among the WFOEs, the VIEs and the respective shareholders of the VIEs. This structure allows the WFOEs to exercise effective control over the VIEs, and be considered the primary beneficiary of the VIEs, which serves the purpose of consolidating the VIEs’ operating results in the Company’s financial statements under the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. As of the date of this prospectus, to the best knowledge of our Company, our directors and management, the VIE agreements have not been tested in a court of law in the PRC. Investors in the Company’s ADSs are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by the Company’s subsidiaries and the VIEs. The securities offered in this prospectus are securities of our Cayman Islands holding company, not of its operating subsidiaries or the VIEs. Investors who are non-PRC residents may not directly hold equity interests in the VIEs under current PRC laws and regulations.

Our corporate structure involves unique risks to investors in the ADSs. For the fiscal years ended March 31, 2020, 2021 and 2022, the amount of revenues generated by the VIEs accounted for 87.3%, 77.5% and 78.7%, respectively, of our total net revenues. As of March 31, 2020, 2021 and 2022, total assets of the VIEs, excluding amounts due from other companies in our Company, equaled to 56.6%, 29.9% and 36.3% of our consolidated total assets as of the same dates, respectively. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to material penalties or be forced to relinquish our interests in those operations or otherwise significantly change our corporate structure. We and our investors face significant uncertainty about potential future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of our company as a whole. Our ADSs may decline in value or become worthless, if we are unable to claim our contractual control rights over the assets of the VIEs that conduct substantially all of our operations in China. For detailed discussion, see “Item 3. Key Information—3.D. Risk Factor—Risks Related to Our Corporate Structure and Contractual Arrangements” in our FY 2022 Form 20-F.

The following diagram illustrates our corporate structure, including our significant subsidiaries and the VIEs, as of the date of this prospectus.

Notes:

		Equity interest

		Contractual arrangements, including the exclusive technical consulting and service agreement, intellectual property license agreement, equity pledge agreement, exclusive call option agreement, shareholders’ voting rights proxy agreement and loan agreement. See “—Contractual Arrangements with the VIEs and their Respective Shareholders” below in this prospectus.

Contractual Arrangements with the VIEs and their Respective Shareholders

Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in value-added telecommunication services. We are an exempted company with limited liability incorporated in the Cayman Islands and our wholly owned PRC subsidiaries are currently considered foreign-invested enterprise. Accordingly, our PRC subsidiaries are not eligible to provide value-added telecommunication services in China or import veterinary drugs. To ensure strict compliance with the PRC laws and regulations, we conduct such business activities through the VIEs, Suzhou Taicheng, Shanghai Guangcheng, Nanjing Xingmu and Suzhou Xingyun. Shanghai Xincheng, Xingmu WFOE and Meiyizhi WFOE, our wholly owned subsidiaries in China, have entered into a series of contractual arrangements with the VIEs and their respective shareholders, which enable us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law. These contractual arrangements include the exclusive consultation and technical service agreement, loan agreements, equity pledge agreement, exclusive purchase option agreement, shareholder voting right trust agreement, and spousal consents, as the case may be. As a result of these contractual arrangements, we exert effective control over, and are considered the primary beneficiary of, the VIEs and consolidate its operating results in our financial statements under U.S. GAAP.

The following is a summary of the major terms of the contractual arrangements by and among Shanghai Xincheng, Shanghai Guangcheng and the shareholders of Shanghai Guangcheng. The contractual arrangements by and among Xingmu WFOE, Nanjing Xingmu and the shareholders of Nanjing Xingmu, the contractual arrangements by and among Shanghai Xincheng, Suzhou Taicheng and the shareholders of Suzhou Taicheng, and the contractual arrangements by and among Meiyizhi WFOE, Suzhou Xingyun and the shareholders of Suzhou Xingyun are substantially similar to the corresponding contractual arrangements discussed below, unless otherwise indicated.

Exclusive Technical Consulting and Service Agreement

Intellectual Property License Agreement

Shareholders’ Voting Rights Proxy Agreement

Equity Pledge Agreement

Pursuant to an equity pledge agreement entered on October 16, 2019, by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng, as supplemented by an equity pledge agreement entered into on August 4, 2020 and an equity pledge agreement entered into on September 25, 2022, by and between Shanghai Xincheng, Shanghai Guangcheng, and Shanghai Chelin Information Technology Center (Limited Partnership), a then shareholder of Shanghai Guangcheng, such shareholders of Shanghai Guangcheng pledged all of their equity interests in Shanghai Guangcheng to Shanghai Xincheng, to guarantee the performance of Shanghai Guangcheng, and, to the extent applicable, such shareholders of Shanghai Guangcheng, or their obligations under the contractual arrangements of the VIEs. If Shanghai Guangcheng or such shareholders fail to perform their obligations under the contractual arrangement of the VIEs, Shanghai Xincheng will be entitled to, among other things, the right to sell the pledged equity interests in Shanghai Guangcheng. The shareholders of Shanghai Guangcheng also undertake that, during the term of the equity pledge agreement, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without prior written consent of Shanghai Xincheng. As of the date of this prospectus, the equity pledges under the share pledge agreements have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

As of the date of this prospectus, all equity pledges under the share pledge agreements by and between the shareholders of Nanjing Xingmu and Xingmu WFOE, by and between the shareholders of Suzhou Xingyun and Meiyizhi WFOE, as well as by and between the shareholders of Suzhou Taicheng and Shanghai Xincheng have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

Exclusive Call Option Agreement

Loan Agreement

Spousal Consent Letter

These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs. If the VIEs or their respective shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over our business operations in the PRC and may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law. As of the date of this prospectus, to the best knowledge of our Company, our directors and management, the VIE agreements have not been tested in a court of law in the PRC.

In the opinion of Commerce & Finance Law Offices, our PRC counsel:

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the ownership structures of the VIEs do not contravene any PRC laws or regulations currently in effect; and

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the agreements under the contractual arrangements among Shanghai Xincheng, Shanghai Guangcheng and their respective shareholders, among Xingmu WFOE, Nanjing Xingmu and their respective shareholders, among Meiyizhi WFOE, Suzhou Xingyun and their respective shareholders, as well as among Shanghai Xincheng, Suzhou Taicheng and their respective shareholders governed by PRC laws are valid and binding upon each party to such agreements and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect.

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. In particular, in March 2019, the National People’s Congress of the PRC adopted the PRC Foreign Investment Law, which became effective on January 1, 2020. Among other things, the PRC Foreign Investment Law defines the “foreign investment” as investment activities in China by foreign investors in a direct or indirect manner, including those circumstances explicitly listed thereunder as establishing new projects or foreign invested enterprises or acquiring shares of enterprises in China, and other approaches of investment as stipulated by laws, administrative regulations or otherwise regulated by the State Council. The PRC Foreign Investment Law leaves uncertainty as to whether foreign investors’ controlling PRC onshore variable interest entities via contractual arrangements will be recognized as “foreign investment” and thus be subject to the restrictions and/or prohibitions on foreign investments. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC counsel. If the PRC government finds that the VIE agreements that establish the structure for operating our podcasts, audio entertainment and other internet related businesses or for importing veterinary drugs do not comply with PRC government restrictions on foreign investment in certain industries, such as value-added telecommunications services business, or if these regulations change or are interpreted differently in the future, our ADSs may decline in value or become worthless, we could be subject to severe penalties, including being prohibited from continuing operations. For detailed discussion, see “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Corporate Structure and Contractual Arrangements” in our FY 2022 Form 20-F.

Cash Flows through Our Organization

Transfer of Funds and Other Assets

The following diagram summarizes how funds were transferred among Boqii, our subsidiaries, and the VIEs as of March 31, 2022.

As of March 31, 2022, Boqii Holding Limited had made cumulative capital contributions of RMB1,065.1 million to its PRC subsidiaries through intermediate holding companies, and were accounted as long-term investments of Boqii Holding Limited. Furthermore, funds equivalent to RMB9.8 million and RMB31.4 million were provided to the PRC subsidiaries as loans in 2021 and 2022, which were accounted as intra-Group payables due to the Group’s entities. These funds have been used by the Company’s PRC subsidiaries for their operations.

The VIEs may transfer cash to the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to these agreements between each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services related to design and maintenance of the e-commerce platform, consulting services, technical training, research, planning and development of the market and customer support at an amount based on 100% of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. Considering the future operating and cash flow needs of the VIEs, for the years ended March 31, 2020, 2021 and 2022, no service fees were charged to the VIEs by the WFOEs, and no payments were made by the VIEs under these agreements. If there is any amount payable to relevant WFOEs under the VIE agreements, the VIEs will settle the amount accordingly. For more information, see “Item 4. Information on the Company—4.A. History and Development of the Company—Condensed Consolidating Schedule” and consolidated financial statements in our FY 2022 Form 20-F, and our condensed consolidated financial information included elsewhere in this prospectus.

For any amounts owed by the VIEs to our PRC subsidiaries under the VIE agreements, unless otherwise required by PRC governmental authorities, we are able to settle such amounts without limitations under the current effective PRC laws and regulations, provided that the VIEs have sufficient funds to do so.

Dividend Distribution to U.S. Investors and Tax Consequences

We have not previously declared or paid any cash dividend, dividend in kind or distributions, and have no plan to declare or pay any dividends or distributions in the near future on our shares or the ADSs representing our ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. For more information, see “Item 8. Financial Information—8.A. Consolidated Statements and Other Financial Information—Dividend Policy” in our FY 2022 Form 20-F.

For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within Mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:

	Taxation Scenario⁽¹⁾ Statutory Tax and Standard Rates
Hypothetical pre-tax earnings⁽²⁾		100.0	%
Tax on earnings at statutory rate of 25%⁽³⁾		(25.0	)%
Net earnings available for distribution		75.0	%
Withholding tax at standard rate of 10%⁽⁴⁾		(7.5	)%
Net distribution to Boqii Holding Limited /shareholders		67.5	%

Notes:

(1)

For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China.

(2)

Under the terms of VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs. These fees shall be recognized as expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and the VIEs file income tax returns on a separate company basis. The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral.

(3)

Certain of our subsidiaries and the VIEs qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.

(4)

The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied.

The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements. If, in the future, the accumulated earnings of the VIEs exceed the fees paid to our PRC subsidiaries (or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities), the VIEs could, as a matter of last resort, make a nondeductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the VIEs. This would result in such transfer being nondeductible expenses for the VIEs but still taxable income for the PRC subsidiaries. Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income. Our management believes that there is only a remote possibility that this scenario would happen.

For PRC and United States federal income tax consideration of an investment in the ADSs, see “Item 10. Additional Information—10.E. Taxation” in our FY 2022 Form 20-F.

Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities, Across Borders and to U.S. Investors

Boqii Holding Limited’s ability to pay dividends, if any, to its shareholders and ADS holders and to service any debt it may incur will depend upon dividends paid by our PRC subsidiaries. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to Boqii Holding Limited. In particular, under the current effective PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under PRC GAAP, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. Each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. As a result, our PRC subsidiaries may not have sufficient distributable profits to pay dividends to us in the near future.

Furthermore, if certain procedural requirements are satisfied, the payment of current account items, including profit distributions and trade and service related foreign exchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local branches. However, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our offshore intermediary holding companies or ultimate parent company, and therefore, our shareholders or investors in our ADSs. Further, we cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that our current or future PRC subsidiaries will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Boqii Holding Limited. In addition, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies.

Condensed Consolidating Schedule

The following tables present the condensed consolidating schedules of financial information of Boqii Holding Limited, our subsidiaries that are the primary beneficiaries of VIEs and their subsidiaries, the VIEs and their subsidiaries, and other subsidiaries for the years and as of the dates indicated.

	As of March 31, 2020
	Boqii Holding Limited		All others			Primary beneficiaries of VIEs and their subsidiaries		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
	(RMB in thousands)
ASSETS
Current assets:
Cash and cash equivalents		1,145		1,719			48,511		36,977		—			88,352
Accounts receivable, net		—		19,979			1,577		23,424		—			44,980
Inventories, net		—		6,319			18,337		38,400		—			63,056
Prepayments and other current assets		125		32,209			6,245		38,141		—			76,720
Amounts due from related parties		—		—			1,230		4,752		—			5,982
Intra-Group receivables due from the Group’s entities⁽¹⁾		—		18,374			356,546		22,332		(397,252	)		—
Property and equipment, net		—		24			24		4,933		—			4,981
Intangible assets		—		—			32,223		1,315		—			33,538
Operating lease right-of-use assets		—		—			1,386		13,565		—			14,951
Goodwill		—		—			39,690		494		—			40,184
Long-term investments		—		—			—		73,432		—			73,432
Other noncurrent asset		7,943		271			1,801		1,004		—			11,019

Total assets		9,213		78,895			507,570		258,769		(397,252	)		457,195

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings		42,485		—			29,977		2,761		—			75,223
Accounts payable		—		—			31,714		56,291		—			88,005
Salary and welfare payable		—		196			480		3,789		—			4,465
Accrued liabilities and other current liabilities		11,332		1,788			6,904		17,859		—			37,883
Amounts due to related parties, current		—		—			—		45		—			45
Other debts, current		76,252		—			—		—		—			76,252
Contract liabilities		—		81			—		7,621		—			7,702
Operating lease liabilities, current		—		—			1,317		6,652		—			7,969
Derivative liabilities		14,816		(465	)		—		—		—			14,351
Intra-Group payables due to the Group’s entities⁽¹⁾		794		—			22,332		374,126		(397,252	)		—
Deferred tax liabilities		—		—			7,998		2,593		—			10,591
Operating lease liabilities, noncurrent		—		—			—		5,375		—			5,375
Long-term borrowings		4,957		—			47,209		982		—			53,148
Amounts due to related parties, noncurrent		—		1,071			—		10,450		—			11,521
Other debts, noncurrent —		—		—			18,000		147,774		—			165,774

	As of March 31, 2020
	Boqii Holding Limited			All others			Primary beneficiaries of VIEs and their subsidiaries			VIEs and their subsidiaries			Eliminating adjustments			Consolidated totals
	(RMB in thousands)
Investments deficit to the Group’s entities⁽²⁾		3,427			79,651			384,401			—			(467,479	)		—

Total liabilities		154,063			82,322			550,332			636,318			(864,731	)		558,304

Mezzanine equity:
Mezzanine Equity		1,952,705			—			—			—			—			1,952,705
Redeemable noncontrolling interests		(94,758	)		—			—			—			—			(94,758	)

Total mezzanine equity		1,857,947			—			—			—			—			1,857,947

Shareholders’ equity:
Total Boqii Holding Limited shareholders’ equity		(2,002,797	)		(3,427	)		(79,651	)		(384,401	)		467,479			(2,002,797	)
Noncontrolling interests		—			—			36,889			6,852			—			43,741

Total shareholders’ equity		(2,002,797	)		(3,427	)		(42,762	)		(377,549	)		467,479			(1,959,056	)

Total liabilities, mezzanine equity and shareholders’ equity		9,213			78,895			507,570			258,769			(397,252	)		457,195

	As of March 31, 2021
	Boqii Holding Limited		All others		Primary Beneficiaries of VIEs and their subsidiaries		VIEs and their subsidiaries		Eliminating adjustments			Consolidated totals
	(RMB in thousands)
ASSETS
Current assets:
Cash and cash equivalents		18,285		146,671		109,395		17,886		—			292,237
short-term investments		—		118,546		50,000		—		—			168,546
Accounts receivable, net		—		13,015		5,324		27,393		—			45,732
Inventories, net		—		14,411		65,791		11,349		—			91,551
Prepayments and other current assets		2,638		42,183		6,995		33,445		—			85,261
Amounts due from related parties		—		—		—		11,465		—			11,465
Intra-Group receivables due from the Group’s entities⁽¹⁾		—		44,632		574,610		47,592		(666,834	)		—
Property and equipment, net		—		14		—		8,372		—			8,386
Intangible assets		—		—		28,628		909		—			29,537
Operating lease right-of-use assets		—		—		1,498		27,736		—			29,234
Goodwill		—		—		39,690		494		—			40,184
Long-term investments		—		—		—		74,330		—			74,330
Other noncurrent asset		344		317		1,017		2,433		—			4,111
Long-term investments to the Group’s entities⁽²⁾		66,868		—		—		—		(66,868	)		—

Total assets		88,135		379,789		882,948		263,404		(733,702	)		880,574

As of March 31, 2021

SEC Form 424B5 filed by Boqii Holding Limited