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1、2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm1/249F-1/A 1 ea0241440-f1a1_boqiihold.htm AMENDMENT NO.1 TO FORM F-1As filed with the U.S.Securities and Exc

2、hange Commission on May 9,2025.Registration No.333-286239 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Boqii Holding Limited(Exact name of Registrant as specified in its charter)Not Applicable(Transl

3、ation of Registrants name into English)Cayman Islands 5990 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Building 9,No.388,Shengrong Road,PudongNew District,Shanghai 201210,People

4、s Republic of China+86-21-68826799(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1 800-221-0102(Name,address,including zip code,and telephone number,including area cod

5、e,of agent for service)Copies to:Michael J.BlankenshipBeniamin D.SmolijWinston&Strawn LLP800 Capitol Street,Suite 2400Houston,Texas 77002-2925(713)651-2600 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.I

6、f any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities A

7、ct,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities A

8、ct registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effec

9、tive registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,

10、indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of theSecurities Act.The term“new or revised financial accounting standard”refers to any update is

11、sued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shallfile a further amendment which specific

12、ally states that this registration statement shall thereafter become effective in accordance with Section 8(a)ofthe Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the United States Securities andExchange Commission,acting pursuant to such

13、 Section 8(a),may determine.2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm2/249 The information in this prospectus is not complete and may be changed.We m

14、ay not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statewhere the offer or sale is not permitted.Subject

15、to Completion Preliminary Prospectus Dated May 9,2025 2,000,000 American Depositary Shares Boqii Holding Limited Representing 300,000,000 Class A Ordinary Shares This prospectus relates to the resale of 2,000,000 American depository shares(the“ADSs”)each representing 150 Class A ordinary shares,par

16、value$0.001 per share or an aggregate of 300,000,000 Class A ordinary shares(the“Class A ordinary shares”),by the selling shareholders named elsewhere in thisprospectus(“Selling Shareholders”).No ADSs are being registered hereunder for sale by us.We will not receive any proceeds from the sale of the

17、 ADSs by the Selling Shareholders.All netproceeds from the sale of the ADSs covered by this prospectus will go to the Selling Shareholders(see“Use of Proceeds”).The Selling Shareholders are offeringtheir securities to further enhance liquidity in the public trading market for our equity securities i

18、n the United States.Unlike an initial public offering,any sale bythe Selling Shareholders of the ordinary shares is not being underwritten by any investment bank.The Selling Shareholders may sell all or a portion of theordinary shares from time to time in market transactions through any market on wh

19、ich our ADSs are then traded,in negotiated transactions or otherwise,and atprices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers,who may act asagent or as principal or by a combination of such methods of sale(s

20、ee“Plan of Distribution”).Our ADSs currently trade on the New York Stock Exchange American under the symbol“BQ.”The last reported closing price of our ADSs on May 7,2025 was$2.25.Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disappro

21、ved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”),an

22、d we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that arenot emerging growth companies,including,but not limited to,not being required to comply with the auditor attestation requirements of Section 404 ofthe Sarbanes-Oxle

23、y Act of 2002(“Sarbanes-Oxley Act”).This prospectus complies with the requirements that apply to an issuer that is an emerging growthcompany.INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF BOQII HOLDING LIMITED,A CAYMANISLANDS HOLDING COMPANY,RATHER THAN SECURITIES OF B

24、OQII HOLDING LIMITEDS SUBSIDIARIES OR THE VARIABLE INTERESTENTITIES(VIES)THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA.OUR OPERATIONS IN CHINA ARE CONDUCTEDTHROUGH OUR PRC SUBSIDIARIES AND THROUGH CONTRACTUAL ARRANGEMENTS WITH THE VIES.THESE CONTRACTUALARRANGEMENTS HAVE NOT BEEN TESTED IN CO

25、URT.THE VIE STRUCTURE IS USED TO PROVIDE INVESTORS WITH EXPOSURE TOFOREIGN INVESTMENT IN CHINA-BASED COMPANIES WHERE CHINESE LAW PROHIBITS DIRECT FOREIGN INVESTMENT IN THEOPERATING COMPANIES.THIS STRUCTURE INVOLVES UNIQUE RISKS TO INVESTORS AND INVESTORS MAY NEVER HOLD EQUITYINTERESTS IN THE CHINESE

26、 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 THESECURITIES WE ARE REGISTERING FOR SALE,INCLUDING THAT IT COULD CAUSE THE VALUE OF SUCH SECURITIES TO SIGNIFIC

27、ANTLYDECLINE OR BECOME WORTHLESS.See“Risk FactorsRisks Related to Doing Business in China.”Boqii Holding Limited is not a Chinese operatingcompany but rather a holding company incorporated in the Cayman Islands.Because Boqii Holding Limited has no material operations of its own,we conduct allof our

28、operations through our China,or PRC,and Hong Kong subsidiaries and Variable Interest Entities(“VIEs”).For a description of our corporate structure,see“Our History and Corporate Structure.”Unless otherwise stated,as used in this prospectus,the terms“Boqii Holding Limited,”“we,”“us,”“our Company,”and

29、the“Company”refer to BoqiiHolding Limited,an exempted company with limited liability incorporated under the laws of the Cayman Islands;the term the“PRC subsidiaries”refers toNanjing Xinmu Information Technology Co.,Ltd.,Xincheng Information Technology Co.,Ltd.,Shanghai Yiqin Pets Products Co.,Ltd.,C

30、hengdu ChongaitaInformation Technology Co.,Ltd.,and Shanghai Meiyizhi Supply Chain Co.,Ltd.,;and“VIEs”refers to Guangcheng(Shanghai)Information Technology Co.,Ltd,Nanjing Xingmu Biotechnology Co.,Ltd.,Suzhou Taicheng Supply Chain Co.,Ltd.,and Suzhou Xingyun Yueming Supply Chain Co.,Ltd.The VIEs arec

31、onsolidated for accounting purposes,but are not entities in which we own equity.The VIEs do not conduct operations.2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiih

32、old.htm3/249 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 Un

33、ited States,and applicablePRC 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 declineor become worthless and affect Boqii Holding Limiteds ability to offer or continue to offer its securities to i

34、nvestors.Moreover,the Chinese regulatoryauthorities may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our PRC subsidiaries operationsat any time.Recent statements by the Chinese regulatory authorities indicate an intent to strengthen

35、 oversight and control over offerings conducted overseasand/or foreign investment in China-based issuers,including without limitation,the cybersecurity review and regulatory review requirements for overseas listingby Chinese companies,whether or not through an offshore holding company.The PRC regula

36、tory authorities also initiated a series of actions and statements toregulate business operations in China,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting new measures to extend the scope of cybersecurity

37、 reviews,and expanding efforts in anti-monopoly enforcement.Furthermore,VIEstructures pose risks to U.S.investors that are not present in other organizational structures.For example,exerting control through contractual arrangements maybe less effective than direct equity ownership,and a company may

38、incur substantial costs to enforce the terms of the arrangements,including those relating to thedistribution of funds among the entities.Further,the Chinese government could determine that the agreements establishing the VIE structure do not comply withChinese law and regulations,including those rel

39、ated to restrictions on foreign ownership,which could subject us to penalties,revocation of business andoperating licenses,or forfeiture of ownership interests.On February 17,2023,the China Securities Regulatory Commission(“CSRC”)promulgated the Trial Administrative Measures of Overseas SecuritiesOf

40、fering and Listing by Domestic Companies(the“Trial Measures”)and five supporting guidelines(collectively,the“Overseas Listing Rules”),which came intoeffect on March 31,2023.Notwithstanding the foregoing,as of the date of this prospectus,according to our PRC counsel,Guangdong Shenmou Law Firm,norelev

41、ant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors,and we have notreceived any inquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that h

42、avejurisdiction over our operations.See“Risk FactorsRisks Related to Doing Business in China”for a discussion of these legal and operational risks that shouldbe considered before making a decision to purchase our securities.Furthermore,as more stringent standards have been imposed by the U.S.Securit

43、ies and Exchange Commission(the“SEC”)and the Public CompanyAccounting Oversight Board(the“PCAOB”)recently,Boqii Holding Limiteds securities may be prohibited from trading if our auditor cannot be fully inspected.Pursuant to the Holding Foreign Companies Accountable Act(the“HFCA Act”)enacted in 2020,

44、if the auditor of a U.S.listed companys financial statements isnot subject to PCAOB inspections for three consecutive“non-inspection”years,the SEC is required to prohibit the securities of such issuer from being traded ona U.S.national securities exchange,such as the New York Stock Exchange(the“NYSE

45、)and Nasdaq,or in U.S.over-the-counter markets.On December 23,2022,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law,which contain

46、ed,among other things,an identical provision to theAccelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive year

47、s instead of three,thus reducing the time period fortriggering the prohibition on trading.On December 16,2021,the PCAOB issued its determination(the“Determination Report”)that the PCAOB is unable toinspect or investigate completely PCAOB-registered public accounting firms headquartered in China,beca

48、use of positions taken by authorities in the jurisdiction,and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in China.This list does not include our auditor,Marcum Asia CPAs LLP.On August 26,2022,the CSRC,the Ministry of Finance of the PRC

49、(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)governing inspections and investigations of accounting firms based in mainland China and Hong Kong,taking the first step toward opening accessfor the PCAOB to inspect and investigate registered public accounting firms headquartere

50、d in mainland China and Hong Kong.Pursuant to the fact sheet withrespect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has theunfettered ability to transfer information to the SEC.On December 15,2022,t

51、he PCAOB made a statement announcing that it was able,in 2022,to inspect andinvestigate completely issuer audit engagements of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong.However,uncertainties still exist as to whether the PCAOB will have continued access f

52、or complete inspections and investigations in the future.The PCAOB has indicatedthat it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.g

53、ov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm4/249 While our auditor,Assentsure PAC,is headquartered in Singapore and not Mainland China or Hong Kong,and has been inspected by the PCAOB on aregular basis,and was not identified in the Determination Report as a firm su

54、bject to the PCAOBs determinations,in the event it is later determined that thePCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a jurisdiction outside the United States,then suchlack of inspection could cause our securities to be deliste

55、d from the stock exchange.See“Risk FactorsRisks Related to Doing Business in ChinaTrading inour securities will be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our registered publicaccounting firm and as a result,U.S.national securities ex

56、changes,such as the NYSE American,may determine to delist our securities.”We cannot assure youthat regulatory agencies will not apply additional or more stringent requirements to us.Such uncertainty could cause the market price of our securities to bematerially and adversely affected.Remittance of d

57、ividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration ofForeign Exchange(“SAFE”).Accordingly,there are limitations on the ability of us,our subsidiaries,or the consolidated VIEs by the PRC government to transfercash.Our PRC

58、subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements forstatutory reserve funds.For PRC and United States federal income tax considerations in connection with an investment in our shares,see“Taxation.”Under our c

59、urrent corporate structure,to fund any liquidity requirements an entity in our corporate group may have,a subsidiary may rely on loans orpayments from Boqii Holding Limited and Boqii Holding Limited may receive distributions or cash transfers from our subsidiaries.Additionally,the transfer offunds a

60、nd assets between Boqii Holding Limited and its subsidiaries is not subject to any Chinese currency exchange restrictions,but there is no assurance thatthe PRC government will not intervene in or impose restrictions on the ability of Boqii Holding Limited and its subsidiaries to transfer cash or ass

61、ets.Wecurrently have no cash management policies that dictate how funds are transferred between us,our subsidiaries,the consolidated VIEs,or investors.SeeProspectus Summary Our History and Corporate Structure.As of the date of this prospectus,during the past three completed fiscal years,none of ours

62、ubsidiaries have made any dividends or distributions to Boqii Holding Limited and neither has Boqii Holding Limited made any dividends or distributions to itsshareholders or subsidiaries.To date,no transfers,dividends,or distributions have been made to or from the VIEs.For further information,see th

63、e condensedconsolidating schedule and the consolidated financial statements in our Annual Report on Form 20-F.To the extent cash in the business is in the PRC/Hong Kongor a PRC/Hong Kong entity,the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to int

64、erventions in or theimposition of restrictions and limitations on the ability of us,our subsidiaries,or the consolidated VIEs by the PRC government to transfer cash.See RiskFactors Risks Related to our Corporate Structure and Contractual Arrangements.We intend to keep any future earnings to finance

65、the expansion of ourbusiness,and we do not anticipate any cash dividends will be paid in the foreseeable future.If Boqii Holding Limited determines to pay dividends on any of itsordinary shares in the future,as a holding company,it may derive funds for such distribution from its own cash position or

66、 contributions from its subsidiaries.Investing in our securities involves a high degree of risk.Before buying any securities,you should carefully read the discussion of material risksof investing in our securities in“Risk Factors”beginning on page 28 of this prospectus and in the documents incorpora

67、ted by reference into thisprospectus to read about factors you should consider before buying our securities.The date of this prospectus is May 9,2025.2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/00012

68、1390025041577/ea0241440-f1a1_boqiihold.htm5/249 2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm6/249 2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000

69、121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm7/249 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1OUR CHALLENGES4OUR HISTORY AND CORPORATE STRUCTURE5OUR CORPORATE INFORMATION19IMPLICATIONS OF BEING AN EMERGING GRO

70、WTH COMPANY20CONVENTIONS WHICH APPLY TO THIS PROSPECTUS21THE OFFERING23OUR SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA24RISK FACTORS28CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS80USE OF PROCEEDS81DIVIDEND POLICY81ENFORCEABILITY OF CIVIL LIABILITIES82SELECTED CONSOLIDATED FIN

71、ANCIAL DATA83MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS86BENEFICIAL OWNERSHIP OF SECURITIES107SELLING SHAREHOLDERS108BUSINESS109REGULATION121MANAGEMENT139PRINCIPAL SHAREHOLDERS145RELATED PARTY TRANSACTIONS147DESCRIPTION OF SHARE CAPITAL151DESCRIPTION OF AMER

72、ICAN DEPOSITARY SHARES161TAXATION168PLAN OF DISTRIBUTION173LEGAL MATTERS175EXPERTS175WHERE YOU CAN FIND ADDITIONAL INFORMATION175RECENT SALES OF UNREGISTERED SECURITIESII-1EXHIBIT INDEXII-2UNDERTAKINGSII-3SIGNATURESII-4POWER OF ATTORNEYII-4SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATESI

73、I-5 We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by oron behalf of us or to which we may have referred you.We take no responsibility for,and can provide no assurance as to the reliability of,any other

74、 informationthat others may give you.We and the underwriters have not authorized any other person to provide you with different or additional information.Neither we northe underwriters are making an offer to sell the ADSs representing our Class A ordinary shares in any jurisdiction where the offer o

75、r sale is not permitted.Thisoffering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus.You should assume that theinformation appearing in this prospectus is accurate only as of the date on the front cover of this prospectus,regardles

76、s of the time of delivery of this prospectusor any sale of the ADSs representing our Class A ordinary shares.Our business,financial condition,results of operations and prospects may have changed sincethe date on the front cover of this prospectus.i2025/5/10 23:55sec.gov/Archives/edgar/data/1815021/0

77、00121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm8/249 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financia

78、l statementsand the related notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully especially therisks of investing in the ADSs discussed under“Risk Factors,”“Business,”and information contained in“Managements Discussion and Analy

79、sis of FinancialCondition and Results of Operations”before deciding whether to buy the ADSs.Investors should note that Boqii Holding Limited,our ultimate CaymanIslands holding company,does not directly own any substantive business operations in the PRC and our businesses in the PRC described in this

80、 prospectus areoperated primarily through the VIEs.OUR BUSINESS Our Vision Our vision is to connect people and pets.Our Mission 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.Our Journey and Opportuni

81、ty You may have heard about“pet humanization”a growing worldwide trend that represents a natural extension of humans taking care of themselvesto the well-being of their pets.Over fifteen years ago,we set out to build Boqii with the simple goal of connecting Chinas fast-growing“1st generation”ofpet p

82、arents who were taking more interest in the wellness and happiness of their pets.Pets cannot speak,so their owners need to turn to someone who has the relevant experience.According to Frost&Sullivan,education on pet parentsis particularly important due to high percentage of first generation pet pare

83、nts.With this idea,our online community soon became a rich and reliable source ofinformation to those who were often more overwhelmed than informed by torrents of inconsistent reviews of pet foods or pulling their hair out when their petshad a cold or allergy.As we attracted more users to our commun

84、ity,we began to think about ways to help them get exactly what they were looking foreverything frompet foods to toys,vitamins to shampoos.It did not take us long to create the first pet-focused online retailer in China.When we launched online retail in 2008,our goal was not just to attract one-time

85、shoppers but to turn them into lifelong customersthrough providing a truly tailored shopping experience where theywould never dream of shopping elsewhere.At the core of our retail model is to provide an engaging and inspiring shopping destination that any genericretailer is not,through our deep unde

86、rstanding of the connections that pet parents have with their pets.As we continue to grow and evolve,we came to realize that pet parents would ultimately gravitate towards one destination,driving brands,physicalpet stores and pet hospitals to the same place,a pet ecosystem that has already amassed a

87、 vast,loyal user base with abilities to enable and benefit the entirevalue chain.We believe this is bound to happen because it is what customers expect and demand.With this belief,we began to envision fostering a pet ecosystem around our online sales platforms and expanding offline network.During th

88、e threeyears ended March 31,2024 and the six months ended September 30,2024,we had built close relationships with over 766 brand partners and a large base ofphysical pet stores and pet hospitals,by making their products and services more accessible and appealing to the growing base of young pet pare

89、nts in China.Through our brand influence and proprietary technology,we have also began to digitally connect and empower an extensive,growing network of physical petstores and pet hospitals.12025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.s

90、ec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm9/249 Looking back,this 17-year journey,which we embarked on with a user-first and pet-centric purpose,has led us to create what Boqii is todaya petecosystem with an expanding offline network well positioned to enable

91、the entire pet industry in China to thrive.Boqii at a Glance 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 needfor their pets and share their passion for pet parenting.They come to Boqii to discover the

92、best pet products for their pets,share their most memorable petraising stories,and find ways to make their pets healthier and happier.With our purpose-built platforms,we are reshaping how pet parents in China engagewith their pets-by educating and inspiring them to become better pet parents,helping

93、them find what their pets need,and bringing them a unique shoppingexperience.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 otherparticipants in the pet value chain,including brand partners,manufacturers of p

94、et products,physical pet stores and pet hospitals,and pet-related contentproviders.We operate a leading pet-focused online retail business in Chinas pet market in terms of GMV.During the three years ended March 31,2022,2023,2024 and the six months end September 30,2024,we connected a total of 766 br

95、and partners with pet parents in China.We are redefining e-commerce for petparents by providing an accessible,personalized and enjoyable shopping experience based on a deep understanding of our users and customers and their petsby leveraging extensive user interactions and transactional behaviors we

96、 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 ahighquality,high-touch experience with access to approximately 19,946 SKU

97、s as of September 30,2024.During the three years ended 2022,2023,March 31,2024 and the six months end September 30,2024,we delivered an aggregate of approximately 29.2 million orders to our users and customers.We have a large pet-focused online community in Chinas pet market.For the year ended March

98、 31,2024 and the six months end September 30,2024,we had approximately 5.3 million and 2.0 million active buyers,respectively.We deeply understand and care about our users and customers and theirpets.We engage with our users and customers through shopping,content,social media,and offline events,spur

99、ring interactions in a way that traditionalretailers do not.On top of extensive interactions and transactional behaviors we have observed,we have developed a profound understanding of who our usersand customers are,what they are keen to buy for their pets,how they communicate with other pet parents,

100、and what content they resonate with.Our richcontent 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 sales t

101、o physical pet stores we cooperate with.For thefiscal years ended March 31,2023 and 2024,net revenues generated from the sale of products were RMB1,048.5 million and RMB680.1 million(US$94.2million),respectively,accounting for 96.0%and 95.9%of the total net revenues for the corresponding periods,res

102、pectively.For the six months endedSeptember 30,2023 and 2024,net revenues generated from the sale of products were RMB374.1 million and RMB232.7 million(US$33.2 million),respectively,accounting for 96.1%and 93.2%of the total net revenues for the corresponding periods,respectively.Our total net reven

103、ues were RMB1,092.1million and RMB709.4 million(US$98.2 million)for the fiscal years ended March 31,2023 and 2024,respectively.We recorded net loss of approximatelyRMB106.0 million and RMB68.9 million(US$9.5 million)in the years ended March 31,2023 and 2024,respectively.Our total net revenues decrea

104、sed by35.9%from RMB389.4 million for the six months ended September 30,2023 to RMB249.7 million(US$35.6 million)for the six months ended September30,2024.We recorded net loss of RMB37.7 million and RMB29.6 million(US$4.2 million)for the six months ended September 30,2023 and 2024,respectively.22025/

105、5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm10/249 Our Strengths We believe that the following strengths contribute to our success:leading pet-focused platfo

106、rm in China riding on market tailwind;disruptive business model empowering the entire pet value chain;largest pet-focused online community with extensive content;growing data matrix enabling“customer-to-manufacturer”capabilities;and visionary founding team and experienced senior management.Our Strat

107、egies We intend to achieve our mission and further grow our business by pursuing the following strategies:optimize product mix;grow content offerings;develop membership program;enhance the Boqii ecosystem;and pursue M&A and strategic opportunities.Our Future Going forward,we plan to continue investi

108、ng in growing content,improving user experiences,and enriching a pet-focused ecosystem.As wecontinue to deliver compelling value propositions to our users and customers,their pets,small and medium pet businesses and our business partnersweforesee a revolution in pet retail and services in China,fuel

109、ed by a seamless convergence of diversified brands and service providers,online and offline,together delivering a truly targeted user experience in all touchpoints with a pet parent.We believe that Boqii is the company that is uniquely positioned to drive this revolution for all pet parents and pet

110、businesses in China.32025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm11/249 OUR CHALLENGES Investing in our ADSs involves a high degree of risk.You should c

111、arefully consider the risks and uncertainties summarized below,the risks describedunder the“Risk Factors”section beginning on page 28 of,and the other information contained in,this prospectus before you decide whether to purchase ourADSs.We face risks and uncertainties in achieving our business obje

112、ctives and executing our strategies,including:our limited operating history across our various business initiatives makes it difficult to evaluate our business prospects and future growth rate;we have a history of net losses and we may not achieve profitability or continue as a going concern in the

113、future;if we are unable to diversify our monetization channels,our business and prospects may be materially and adversely affected;our business,prospects and financial results may be affected by our relationship with third-party e-commerce platforms;our business is subject to the changing preference

114、s and needs of our customers and their pets.Any failure by us to timely adapt our offeringsaccording to changes in customer preferences may adversely affect our business and results of operations;if we fail to acquire and retain new customers,or fail to do so in a cost-effective manner,our business,

115、financial condition and results ofoperations may be materially and adversely affected;any change,disruption,discontinuity in the features and functions of major social networks could severely limit our ability to continue growingour customer base,and our business may be materially and adversely affe

116、cted;the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds may not be available to fund operations or forother use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us,oursubsidiaries,or the

117、consolidated VIEs by the PRC government to transfer cash;any harm to our brand or failure to maintain and enhance our brand recognition may materially and adversely affect our business and results ofoperations;there are significant legal and operational risks associated with having substantially all

118、 of our operations in China;risks arising from the Chinese legal system,including uncertainties regarding the enforcement of laws and the possibility that rules andregulations in China can change quickly with little advance notice.See“Risk Factors-Risks Related to Our Business and Industry-Uncertain

119、ties with respect to the PRC legal system could adversely affect us”;the risk that the Chinese government may intervene or influence our operations at any time,or may exert more control over offerings conductedoverseas and/or foreign investment in China-based issuers,which could result in a material

120、 change in our operations and/or the value of thesecurities we are registering for sale.See“Risk Factors-Risks Related to Our Business and Industry-Uncertainties with respect to the PRClegal system could adversely affect us.”;the risk that actions by the Chinese government to exert more oversight an

121、d control over offerings that are conducted overseas and/or foreigninvestment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless.See“Ris

122、k Factors-Risks Related to Our Business and Industry-The permission and approval from the CSRC or other PRC government authorities may be required in connection with an offshore offeringunder PRC law,and,if required,we cannot predict whether or for how long we will be able to obtain such permission

123、or approval.”;we operate in a relatively new and evolving market;and we face intense competition.If we do not compete successfully against existing or new competitors,we may lose customers and market share.42025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihol

124、d.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm12/249 OUR HISTORY AND CORPORATE STRUCTURE Our Major Business Milestones In 2008,we launched Boqii Community as a platform for pet parents and pet lovers to share their experiences and love for pets.In

125、 the same year,wealso established Boqii Mall,our self-operated online sales platform.In 2014,we launched our mobile app,Boqii Pet,the largest pet-focused online community in China in terms of registered users in 2019 and averageMAUs in the nine months ended December 31,2019,according to Frost&Sulliv

126、an,which covers all major aspects of pets life and offers pet products,services and content.In 2015,we launched our private label Yoken,which focuses on pet staple foods.Subsequently in 2018,we introduced our private label Mocare,apremium brand specialized in freeze-dried organic pet foods.In 2015,t

127、o expand our offline sales channels and develop business with physical pet stores,we introduced our proprietary SaaS solutions which helpoffline pet stores digitalize,streamline and optimize supply chain management and in-store operations.In 2017,we made minority equity investment in Shuangan,a lead

128、ing pet food manufacturer in China and one of our manufacturing partners.In 2018,we launched our membership program.In 2019,we made a 23.6%equity investment in PetDog to further expand our offline presence and enhance pet service offerings.In the same year,we acquired Xingmu,a veterinary drug distri

129、butor in China.In 2020,we introduced live streaming and short videos to further enrich our pet content offerings and enhance our user interactions and engagement.Our Corporate History We commenced operations in 2008 with the establishment of Guangcheng Technology in December 2007.In November 2012,Sh

130、anghai Guangchengwas established in the PRC.Guangcheng Technology and Shanghai Guangcheng entered into an asset transfer agreement in November 2012 followed by asupplemental agreement in March 2013,pursuant to which Guangcheng Technology transferred all of its business operations and assets to Shang

131、haiGuangcheng.We incorporated Boqii Holding Limited under the laws of the Cayman Islands as our offshore holding company in June 2012 to facilitate offshorefinancing and this offering.In July 2012 and August 2016,Boqii Corporation and Boqii International,two of our wholly-owned subsidiaries,wereinco

132、rporated in Hong Kong.In October 2019,Yoken International,our wholly-owned subsidiary,was incorporated in Hong Kong.In November 2019,weincorporated Yoken Holding as a wholly-owned subsidiary under the laws of the Cayman Islands,and in December 2019,we transferred our share in YokenInternational to Y

133、oken Holding.52025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm13/249 In November 2012,Shanghai Xincheng,our wholly owned subsidiary,was established in the P

134、RC.In the same year,due to the restrictions imposedby PRC laws and regulations on foreign ownership of companies engaged in value-added telecommunication services,Shanghai Xincheng entered into aseries of contractual arrangements,as supplemented and amended,with Shanghai Guangcheng and then sharehol

135、ders of Shanghai Guangcheng,by whichShanghai Xincheng may exert control over Shanghai Guangcheng and consolidate Shanghai Guangchengs financial statements under U.S.GAAP.In August2020,Shanghai Xincheng re-entered into another series of similar contractual arrangements,as supplemented and amended,wit

136、h Shanghai Guangcheng andthen shareholders of Shanghai Guangcheng,which substitute for or supplement the above contractual arrangements entered into in 2019.For details,pleaserefer to“Contractual Arrangements with The VIEs and Their Respective Shareholders.”In August 2013,Nanjing Xingmu was establis

137、hed in the PRC.In August 2019,Xingmu Group was established,which in turn established a wholly-owned subsidiary,Xingmu Holding.Afterwards,Xingmu Holding established a wholly-owned subsidiary,Xingmu International.Xingmu International thenestablished Xingmu HK,which in turn established Xingmu WFOE.In N

138、ovember 2019,Xingmu Holding transferred 49%of its shares of XingmuInternational to Xingmu Group,and Boqii Holding Limited acquired the rest 51%of the equity interests in Xingmu International from Xingmu Holding.InSeptember 2019,Xingmu WFOE entered into a series of contractual arrangements,as supplem

139、ented and amended,with Nanjing Xingmu and thenshareholders of Nanjing Xingmu,by which Xingmu WFOE may exert control over Nanjing Xingmu and consolidate Nanjing Xingmus financial statementsunder U.S.GAAP.For details,please refer to“Contractual Arrangements with The VIEs and Their Respective Sharehold

140、ers.”In February 2013,Shanghai Yiqin Pet Products Co.,Ltd.(formerly known as Shanghai Aobeilun Commerce Co.,Ltd.),or Shanghai Yiqin,wasestablished in the PRC.In February 2020,Yoken International established Chengdu Chongaita Information Technology Co.,Ltd.,or Yoken WFOE,in thePRC.Shanghai Yiqin is c

141、urrently undertaking certain restructuring transactions,or Yiqin Restructuring.Upon the consummation of Yiqin Restructuring,wewill hold 1,862,142 ordinary shares and 2,887,858 series A ordinary shares,representing 83.6%of equity interest in Yoken Holding on a fully diluted andconverted basis,In June

142、 2021,Suzhou Taicheng was established in the PRC.In the same month,Shanghai Xincheng entered into a series of contractual arrangements,as supplemented and amended,with Suzhou Taicheng and then shareholders of Suzhou Taicheng,by which Shanghai Xincheng may exert control overSuzhou Taicheng and consol

143、idate Suzhou Taichengs financial statements under U.S.GAAP.In October 2020,we completed an initial public offering in which we offered and sold an aggregate of 5,250,000 Class A ordinary shares in the formof ADSs.On September 30,2020,the ADSs have been listed on the NYSE under the symbol“BQ.”In May

144、2022,we changed the ratio of our ADSs to Class A ordinary shares from one(1)ADS representing three fourths(0.75)Class A ordinaryshares to one(1)ADS representing four and a half(4.5)Class A ordinary shares,effective on June 3,2022.In August 2023,we changed the ratio of our ADSs to Class A ordinary sh

145、ares,from one(1)ADS representing four and a half(4.5)Class A ordinaryshares,to one(1)ADS representing fifteen(15)Class A ordinary shares,effective on August 21,2023.In September 2023,our shareholders approved our MAA,under which our share capital was increased,from US$200,000 divided into 200,000,00

146、0shares of par value of US$0.001 each;comprising(a)129,500,000 Class A ordinary shares of par value of US$0.001 each;(b)15,000,000 Class B ordinaryshares of par value of US$0.001 each;and(c)55,500,000 shares of US$0.001 each of such class or classes(however designated)as our Board may determinein ac

147、cordance with our effective memorandum and articles of association,to US$20,000,000 divided into 20,000,000,000 shares of par value of US$0.001each,comprising(a)15,000,000,000 Class A ordinary shares of par value of US$0.001 each;(b)2,000,000,000 Class B ordinary shares of par value ofUS$0.001 each;

148、and(c)3,000,000,000 shares of US$0.001 each of such class or classes(however designated)as our Board may determine in accordance withour effective memorandum and articles of association.In October 2023,we transferred the listing of our ADSs from NYSE to NYSE American,under the same ticker symbol of“

149、BQ.”In January 2025,we changed the ratio of our ADSs to Class A ordinary shares,from one(1)ADS representing fifteen(15)Class A ordinary shares,toone(1)ADS representing one hundred and fifty(150)Class A ordinary shares,effective on January 21,2025.62025/5/10 23:55sec.gov/Archives/edgar/data/1815021/0

150、00121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm14/249 Our Corporate Structure The following diagram illustrates our corporate structure,including our significant subsidiaries and VIEs,as of the date of this

151、offering.Equity interestContractual arrangements,including the exclusive technical consulting and service agreement,intellectual property license agreement,equitypledge agreement,exclusive call option agreement,shareholders voting rights proxy agreement and loan agreement.See“Contractual Arrangement

152、s with The VIEs and Their Respective Shareholders.”*Main operation entities.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-addedtelecommunicat

153、ion services.Boqii is an exempted company with limited liability incorporated in the Cayman Islands and our wholly owned PRC subsidiariesare currently considered foreign-invested enterprise.Accordingly,our PRC subsidiaries are not eligible to provide value-added telecommunication services inChina or

154、 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 whollyowned subsidiaries in China,have

155、 entered into a series of contractual arrangements with the VIEs and their respective shareholders,which enable us to(i)direct the activities of the VIEs,(ii)receive substantially all of the economic benefits of the VIEs,and(iii)have an exclusive option to purchase all or part ofthe equity interests

156、 in the VIEs when and to the extent permitted by PRC law.These contractual arrangements include the exclusive consultation and technicalservice agreement,loan agreements,equity pledge agreement,exclusive purchase option agreement,shareholder voting right trust agreement,and spousalconsents,as the ca

157、se may be.The contractual arrangements with the VIEs may be less effective than direct ownership and the Company may incur substantialcosts to enforce the terms of the arrangements.There are uncertainties regarding the status of the rights of the Cayman Islands holding company with respectto its con

158、tractual arrangements with the VIEs,its founders and owners,and the Company may face challenges enforcing these contractual agreements due tolegal uncertainties and jurisdictional limits.Under our current corporate structure,to fund any liquidity requirements an entity in our corporate group may hav

159、e,a subsidiary may rely on loansor payments from Boqii Holding Limited and Boqii Holding Limited may receive distributions or cash transfers from our subsidiaries.To date,none of oursubsidiaries have made any dividends or distributions to Boqii Holding Limited and neither has Boqii Holding Limited m

160、ade any dividends or distributions toits shareholders or subsidiaries.We intend to keep any future earnings to finance the expansion of our business,and we do not anticipate any cash dividendswill be paid in the foreseeable future.We currently have no cash management policies that dictate how funds

161、are transferred between us,our subsidiaries,theconsolidated VIEs,or investors.As a Cayman Islands holding company,we conduct our operations primarily through our subsidiaries and the consolidated VIEs.The ability totransfer cash or distribute earnings between us,our subsidiaries,and the VIEs is subj

162、ect to significant legal and regulatory restrictions imposed by PRC lawsand regulations.The PRC government imposes strict controls on the convertibility of the Renminbi(RMB)into foreign currencies and,in certain cases,theremittance of currency out of China.Under current PRC foreign exchange regulati

163、ons,payments of current account items,including profit distributions,interest payments,and trade-and service-related foreign exchange transactions,can be made in foreign currencies without prior approval of the StateAdministration of Foreign Exchange(SAFE)by complying with certain procedural require

164、ments.However,approval from or registration with appropriategovernment authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital account items such as therepayment of foreign currency-denominated loans,direct investment overseas,and investmen

165、ts in securities or derivative products outside of the PRC.PRClaws and regulations to provide funding from the proceeds of offshore fundraising activities to PRC subsidiaries only through loans or capital contributions,and to VIEs only through loans,in each case subject to the satisfaction of applic

166、able government registration and approval requirements.The ability to settleamounts owed under the VIE agreements is subject to the same PRC foreign exchange controls and regulatory restrictions that apply to dividend distributionsand other cross-border transfers.72025/5/10 23:55sec.gov/Archives/edg

167、ar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm15/249 As a result of these contractual arrangements,we are considered the primary beneficiary of the VIEs for accounting purposes and are able

168、 toconsolidate their operating results in our financial statements under U.S.GAAP.Condensed Consolidating Schedule The following tables present the condensed consolidating schedules of financial information of Boqii,our subsidiaries that are the primarybeneficiaries of VIEs and their subsidiaries,th

169、e VIEs and their subsidiaries,and other subsidiaries for the periods and as of the dates indicated.As of March 31,2023 BoqiiHoldingLimited Allothers Primarybeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)ASSETS Current

170、assets:Cash and cash equivalents 129 6,420 67,779 15,522 -89,850 Short-term investments -69,797 -69,797 Accounts receivable,net -1,763 41,807 33,172 -76,742 Inventories,net -1,693 51,465 27,894 -81,052 Prepayments and other current assets 10,507 8,268 12,293 48,291 -79,359 Amounts due from related p

171、arties 100 5,497 -3,782 -9,379 Intra-Group receivables due from theGroups entities(1)-96,497 1,035,667 83,700 (1,215,864)-Non-current assets:Property and equipment,net -29 802 4,661 -5,492 Intangible assets -50 21,443 101 -21,594 Operating lease right-of-use assets -49 22,305 -22,354 Goodwill -Long-

172、term investments 102 -75,505 -75,607 Long-term investments to the Groupsentities 170,476 -(170,476)-Amounts due from related parties,non-current -2,988 -2,988 Other non-current asset -262 1,105 5,219 -6,586 Total assets 181,314 190,276 1,232,410 323,140 (1,386,340)540,800 LIABILITIES,MEZZANINE EQUIT

173、YAND SHAREHOLDERS EQUITY Current liabilities:Short-term borrowings -85,898 363 -86,261 Accounts payable -92 42,471 13,459 -56,022 Salary and welfare payable -371 946 5,573 -6,890 Accrued liabilities and other currentliabilities 350 1,697 3,161 16,896 -22,104 Amounts due to related parties,current -4

174、50 21 -471 Intra-Group payables due to the Groupsentities(1)2,681 12,112 105,619 1,095,452 (1,215,864)-Contract liabilities -4,471 -4,471 Operating lease liabilities,current -13 9,207 -9,220 Derivative liabilities -7,850 2,851 -10,701 Non-current liabilities:Deferred tax liabilities -5,325 (1,184)-4

175、,141 Operating lease liabilities,non-current -12,741 -12,741 Long-term debt -27,346 75,481 -102,827 Investments deficit to the Groupsentities(2)-(9,510)915,738 -(906,228)-Total liabilities 3,031 12,612 1,189,818 1,232,480 (2,122,092)315,849 Mezzanine equity:Redeemable non-controlling interests -7,19

176、7 -7,197 Total mezzanine equity -7,197 -7,197 Shareholders equity:Total Boqii Holding Limited shareholdersdeficit 178,283 170,476 9,510 (915,738)735,752 178,283 Non-controlling interests -(9)33,082 6,398 -39,471 Total shareholders equity 178,283 170,467 42,592 (909,340)735,752 217,754 Total liabilit

177、ies,mezzanine equity andshareholders equity 181,314 190,276 1,232,410 323,140 (1,386,340)540,800 82025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm16/249 As

178、of March 31,2024 BoqiiHoldingLimited Allothers Primarybeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)ASSETS Current assets:Cash and cash equivalents 69 28,769 24,687 19,197 -72,722 Accounts receivable,net -2,811 23,576

179、 23,731 -50,118 Inventories,net -2,581 41,504 11,104 -55,189 Prepayments and other current assets 9,693 33,499 18,908 32,418 -94,518 Amounts due from related parties -4,064 -1,640 -5,704 Intra-Group receivables due from theGroups entities(1)102,392 934,134 19,140 (1,055,666)-Non-current assets:Prope

180、rty and equipment,net -659 2,444 -3,103 Intangible assets -17,885 25 -17,910 Operating lease right-of-use assets -1,605 7,346 -8,951 Goodwill -Long-term investments 38 -65,849 -65,887 Long-term investments to the Groupsentities 211,476 (211,476)Amounts due from related parties,non-current -5,658 -5,

181、658 Other non-current asset -110 1,252 2,093 -3,455 Total assets 211,276 174,226 1,064,210 190,645 (1,267,142)383,215 LIABILITIES,MEZZANINE EQUITYAND SHAREHOLDERS EQUITY Current liabilities:Short-term borrowings -5,000 10,213 -15,213 Accounts payable -22 21,978 2,279 -24,279 Salary and welfare payab

182、le -406 2,126 440 -2,972 Accrued liabilities and other currentliabilities (126)34 8,799 7,960 -16,667 Amounts due to related parties,current -Intra-Group payables due to the Groupsentities(1)2,721 12,112 42,911 997,922 (1,055,666)-Contract liabilities -1,579 -1,579 Operating lease liabilities,curren

183、t -359 5,254 -5,613 Derivative liabilities -5,721 -5,721 Non-current liabilities:Deferred tax liabilities -4,435 (1,201)-3,234 Operating lease liabilities,non-current -906 2,209 -3,115 Long-term debt -32,441 11,500 -43,941 Investments deficit to the Groupsentities(2)-(63,488)851,208 -(787,720)-Total

184、 liabilities 2,595 (45,193)970,163 1,038,155 (1,843,386)122,334 Mezzanine equity:Redeemable non-controlling interests 7,963 7,963 Total mezzanine equity 7,963 7,963 Shareholders equity:Total Boqii Holding Limited shareholdersdeficit 218,681 211,476 63,488 (851,208)576,244 218,681 Non-controlling int

185、erests -(20)30,559 3,698 -34,237 Total shareholders equity 218,681 211,456 94,047 (847,510)576,244 252,918 Total liabilities,mezzanine equity andshareholders equity 221,276 174,226 1,064,210 190,645 (1,267,142)383,215 92025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f

186、1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm17/249 As of September 30,2024 BoqiiHoldingLimited Allothers Primarybeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in th

187、ousands)ASSETS Current assets:Cash and cash equivalents 2,939 29,194 1,884 12,227 -46,244 Accounts receivable,net -2,906 20,678 23,549 -47,133 Inventories,net -2,604 36,332 6,186 -45,122 Prepayments and other current assets 9,756 11,838 53,048 35,962 -110,604 Amounts due from related parties -18,226

188、 -1,466 -19,692 Intra-Group receivables due from theGroups entities(1)104,261 938,859 25,235 (1,068,355)-Non-current assets:Property and equipment,net -938 2,831 -3,769 Intangible assets -16,095 20 -16,115 Operating lease right-of-use assets -1,315 5,517 -6,832 Goodwill -Long-term investments 13 -65

189、,643 -65,656 Long-term investments to the Groupsentities 185,856 (185,856)Amounts due from related parties,non-current -4,464 -4,464 Other non-current asset -1,269 449 -1,718 Total assets 198,564 169,029 1,070,418 183,549 (1,254,211)367,349 LIABILITIES,MEZZANINE EQUITYAND SHAREHOLDERS EQUITY Current

190、 liabilities:Short-term borrowings -5,000 8,138 -13,138 Accounts payable -41,855 880 -42,735 Salary and welfare payable -315 1,742 116 -2,173 Accrued liabilities and other currentliabilities (126)52 8,372 8,691 -16,989 Amounts due to related parties,current -Intra-Group payables due to the Groupsent

191、ities(1)2,706 12,113 49,010 1,004,526 (1,068,355)-Contract liabilities -119 -119 Operating lease liabilities,current -399 4,865 -5,264 Derivative liabilities -5,721 -5,721 Non-current liabilities:Deferred tax liabilities -3,990 (1,201)-2,789 Operating lease liabilities,non-current -621 731 -1,352 Lo

192、ng-term debt -35,277 5,450 -40,727 Investments deficit to the Groupsentities(2)-(43,400)851,430 -(808,030)-Total liabilities 2,580 (25,199)997,696 1,032,315 (1,876,385)131,007 Mezzanine equity:Redeemable non-controlling interests 8,372 8,372 Total mezzanine equity 8,372 8,372 Shareholders equity:Tot

193、al Boqii Holding Limited shareholdersdeficit 195,984 185,856 43,400 (851,430)622,174 195,984 Non-controlling interests -29,322 2,664 -31,986 Total shareholders equity 195,984 185,856 72,722 (848,766)622,174 227,970 Total liabilities,mezzanine equity andshareholders equity 198,564 169,029 1,070,418 1

194、83,549 (1,254,211)367,349 Notes:(1)Represents the elimination of intercompany balances among Boqii,the primary beneficiaries of VIEs and their subsidiaries,the other subsidiaries,andthe VIEs and their subsidiaries that we consolidate.(2)Represents the elimination of investments among Boqii,the prima

195、ry beneficiaries of VIEs and their subsidiaries,the other subsidiaries,and the VIEs andtheir subsidiaries that we consolidate.102025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea024144

196、0-f1a1_boqiihold.htm18/249 Year Ended March 31,2023 BoqiiHoldingLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Net revenues:Third-party revenues -8,937 297,005 786,152 -1,092,094 Intra-Group re

197、venues(1)-534,559 86,463 (621,022)-Total revenues -8,937 831,564 872,615 (621,022)1,092,094 Cost of revenues:Third-party cost of revenues -(8,967)(767,831)(81,810)-(858,608)Intra-Group cost of revenues(1)-(982)(534,518)535,500 -Total cost of revenues -(8,967)(768,813)(616,328)535,500 (858,608)Gross

198、profit -(30)62,751 256,287 (85,522)233,486 Operating expenses:Third-party operating expenses 1,076 (10,342)(49,737)(237,852)-(296,855)Impairment of goodwill -(39,690)(994)-(40,684)Intra-Group operating expenses(1)-(85,481)(41)85,522 -Total operating expenses 1,076 (10,342)(174,908)(238,887)85,522 (3

199、37,539)Other income/(expense),net -127 158 -285 Loss from operations 1,076 (10,372)(112,030)17,558 -(103,768)Equity in loss of the Groups entities(2)(109,424)(101,087)16,245 -194,266 -Non-operating income/(expense)5,550 2,033 (10,591)(29)-(3,037)Loss before income tax expenses (102,798)(109,426)(106

200、,376)17,529 194,266 (106,805)Income tax benefits -890 21 -911 Share of results of equity investees -(82)-(82)Net loss (102,798)(109,426)(105,486)17,468 194,266 (105,976)Less:Net income attributable to the non-controlling interest shareholders -(1)(4,400)1,224 -(3,177)Net loss attributable to Boqii H

201、oldingLimited (102,798)(109,425)(101,086)16,244 194,266 (102,799)112025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm19/249 Year Ended March 31,2024 BoqiiHold

202、ingLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Net revenues:Third-party revenues 5,386 240,509 463,457 -709,352 Intra-Group revenues(1)-266,536 41,335 (307,871)-Total revenues 5,386 507,045

203、504,792 (307,871)709,352 Cost of revenues:Third-party cost of revenues -(4,747)(471,571)(92,297)-(568,615)Intra-Group cost of revenues(1)-(918)(266,823)267,741 -Total cost of revenues -(4,747)(472,489)(359,120)267,741 (568,615)Gross profit -639 34,556 145,672 (40,130)140,737 Operating expenses:Third

204、-party operating expenses (9,900)(12,467)(42,696)(138,799)-(203,862)Intra-Group operating expenses(1)-(40,416)286 40,130 -Total operating expenses (9,900)(12,467)(83,112)(138,513)40,130 (203,862)Other income/(expense),net -2,005 961 -2,966 Loss from operations (9,900)(11,828)(46,551)8,120 -(60,159)E

205、quity in loss of the Groups entities(2)(64,439)(55,107)(4,834)-124,380 -Non-operating income/(expense)10,677 2,483 (7,132)(15,744)-(9,716)Loss before income tax expenses (63,662)(64,452)(58,517)(7,624)124,380 (69,875)Income tax benefits -889 38 -927 Share of results of equity investees -50 -50 Net l

206、oss (63,662)(64,452)(57,628)(7,536)124,380 (68,898)Less:Net income attributable to the non-controlling interest shareholders -(13)(2,521)(2,700)-(5,234)Net loss attributable to Boqii HoldingLimited (63,662)(64,439)(55,107)(4,836)124,380 (63,664)122025/5/10 23:55sec.gov/Archives/edgar/data/1815021/00

207、0121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm20/249 Half Year Ended September 30,2024 BoqiiHoldingLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadj

208、ustments Consolidatedtotals (RMB in thousands)Net revenues:Third-party revenues 522 118,364 130,769 -249,655 Intra-Group revenues(1)-74,642 15,381 (90,023)-Total revenues 522 193,006 146,150 (90,023)249,655 Cost of revenues:Third-party cost of revenues -(351)(168,651)(28,959)-(197,961)Intra-Group co

209、st of revenues(1)-(301)(74,642)74,943 -Total cost of revenues -(351)(168,952)(103,601)74,943 (197,961)Gross profit -171 24,054 42,549 (15,080)51,694 Operating expenses:Third-party operating expenses (2,479)(5,487)(27,738)(43,555)-(79,259)Intra-Group operating expenses(1)-(15,080)15,080 -Total operat

210、ing expenses (2,479)(5,487)(42,818)(43,555)15,080 (79,259)Other income/(expense),net -138 385 -523 Loss from operations (2,479)(5,316)(18,626)(621)-(27,042)Equity in loss of the Groups entities(2)(24,834)(20,088)(223)-45,145 -Non-operating income/(expense)(11)589 (2,921)(537)-(2,880)Loss before inco

211、me tax expenses (27,324)(24,815)(21,770)(1,158)45,145 (29,922)Income tax benefits -445 -445 Share of results of equity investees -(100)-(100)Net loss (27,324)(24,815)(21,325)(1,258)45,145 (29,577)Less:Net income attributable to the non-controlling interest shareholders -22 (1,237)(1,036)-(2,251)Net

212、loss attributable to Boqii HoldingLimited (27,324)(24,837)(20,088)(222)45,145 (27,326)132025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm21/249 Year Ended Ma

213、rch 31,2023 BoqiiHoldingLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Cash flows from operating activities:Net cash provided by/(used in)transactions with external parties (36,058)(18,677)(471

214、,325)471,991 -(54,069)Net cash provided by/(used in)transactions with the Groups entities -449,155 (449,155)-Net cash provided by/(used in)operating activities (36,058)(18,677)(22,170)22,836 -(54,069)Cash flows from investing activities:Capital contribution to the Groupsentities (85,947)(215,537)-30

215、1,484 -Cash flows of loan funding provided tothe Groups entities,net of repaymentsreceived 36,672 (62,075)(107,248)-132,651 -Other investing activities (100)58,234 (2,000)(9,638)-46,496 Net cash provided by/(used in)investing activities (49,375)(219,378)(109,248)(9,638)434,135 46,496 Cash flows from

216、 financing activities:Capital contribution from the Groupsentities -85,947 215,537 -(301,484)-Cash flows of loan funding receivedfrom the Groups entities,net ofrepayments made -57,397 6,050 69,204 (132,651)-Other financing activities 87,984 (33,557)(42,614)(88,469)-(76,656)Net cash provided by finan

217、cingactivities 87,984 109,787 178,973 (19,265)(434,135)(76,656)142025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm22/249 Year Ended March 31,2024 BoqiiHoldin

218、gLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Cash flows from operating activities:Net cash provided by/(used in)transactions with external parties (8,944)(15,112)(246,170)244,798 -(25,428)Ne

219、t cash provided by/(used in)transactions with the Groups entities -717,589 (717,589)-Net cash provided by/(used in)operating activities (8,944)(15,112)471,419 (472,791)-(25,428)Cash flows from investing activities:Capital contribution to the Groupsentities (35,466)(39,938)-75,404 -Cash flows of loan

220、 funding provided tothe Groups entities,net of repaymentsreceived -(28,328)(569,335)-597,663 -Other investing activities 19 40,675 1,901 5,219 -47,814 Net cash provided by/(used in)investing activities (35,447)(27,591)(567,434)5,219 673,067 47,814 Cash flows from financing activities:Proceeds from i

221、ssuance of ordinaryshares 35,920 35,920 Capital contribution from the Groupsentities -35,466 39,938 -(75,404)-Cash flows of loan funding receivedfrom the Groups entities,net ofrepayments made -29,551 99,898 468,214 (597,663)-Other financing activities 8,815 -(80,899)3,032 -(69,052)Net cash provided

222、by financingactivities 44,735 65,017 58,937 471,246 (673,067)(33,132)152025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm23/249 Half Year Ended September 30,2

223、024 BoqiiHoldingLimited Allothers PrimaryBeneficiaries ofVIEs and theirsubsidiaries VIEs andtheirsubsidiaries Eliminatingadjustments Consolidatedtotals (RMB in thousands)Cash flows from operating activities:Net cash provided by/(used in)transactions with external parties (2,585)(28,447)(92,515)70,48

224、7 -(53,060)Net cash provided by/(used in)transactions with the Groups entities -136,360 (136,360)-Net cash provided by/(used in)operating activities (2,585)(28,447)43,845 (65,873)-(53,060)Cash flows from investing activities:Capital contribution to the Groupsentities (483)-483 -Cash flows of loan fu

225、nding provided tothe Groups entities,net of repaymentsreceived -(90,472)-90,472 -Other investing activities 28,389 (446)844 -28,787 Net cash provided by/(used in)investing activities (483)28,389 (90,918)844 90,955 28,787 Cash flows from financing activities:Proceeds from issuance of ordinaryshares C

226、apital contribution from the Groupsentities -483 -(483)-Cash flows of loan funding received fromthe Groups entities,net of repaymentsmade -24,271 66,201 (90,472)-Other financing activities 5,938 -(8,125)-(2,187)Net cash provided by financingactivities 5,938 483 24,271 58,076 (90,955)(2,187)162025/5/

227、10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm24/249 The following is a summary of the major terms of the contractual arrangements by and among Shanghai Xincheng

228、,Shanghai Guangcheng and theshareholders of Shanghai Guangcheng.The contractual arrangements by and among Xingmu WFOE,Nanjing Xingmu and the shareholders of NanjingXingmu,the contractual arrangements by and among Shanghai Xincheng,Suzhou Taicheng and the shareholders of Suzhou Taicheng,and the contr

229、actualarrangements by and among Meiyizhi WFOE,Suzhou Xingyun and the shareholders of Suzhou Xingyun are substantially similar to the correspondingcontractual arrangements discussed below,unless otherwise indicated.Exclusive Technical Consulting and Service Agreement Pursuant to an exclusive technica

230、l consulting and service agreement entered into on August 4,2020 by and between Shanghai Xincheng andShanghai Guangcheng,Shanghai Guangcheng agreed to appoint Shanghai Xincheng as its exclusive provider of consulting and services related to,amongother things,e-commerce platform design and maintenanc

231、e,business consulting,internal training,labor support,market research and development,strategicplanning and customer support and development.In exchange,Shanghai Guangcheng agrees to pay Shanghai Xincheng an annual service fee,at an amountthat is agreed by both parties.This agreement will remain eff

232、ective 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 ShanghaiGuangcheng,Shanghai Xincheng agreed to

233、 grant to Shanghai Guangcheng a nonsublicensable,nontransferable and nonexclusive license of certainintellectual properties solely for Shanghai Guangchengs use.In exchange,Shanghai Guangcheng agrees to pay a royalty,at an amount that is agreed by bothparties.The term of this agreement is ten years f

234、rom the date of such agreement and will be automatically extended for another ten-year term unless it isterminated 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

235、 among Shanghai Xincheng,ShanghaiGuangcheng,and then shareholders of Shanghai Guangcheng,as supplemented from time to time,such shareholders of Shanghai Guangcheng irrevocablyauthorized the person then designated by Shanghai Xincheng to exercise such shareholders rights in Shanghai Guangcheng,includ

236、ing without limitation,thepower to participate in and vote at shareholders meetings,the power to nominate and appoint the directors,senior management,the power to propose toconvene a shareholders meeting,and other shareholders voting rights permitted by the Articles of Association of Shanghai Guangc

237、heng.Equity Pledge Agreement Pursuant to an equity pledge agreement entered on October 16,2019,by and between Shanghai Xincheng,Shanghai Guangcheng,and thenshareholders of Shanghai Guangcheng,as supplemented by an equity pledge agreement entered into on August 4,2020 and an equity pledge agreementen

238、tered 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 inShanghai Guangcheng t

239、o Shanghai Xincheng,to guarantee the performance of Shanghai Guangcheng,and,to the extent applicable,such shareholders ofShanghai Guangcheng,or their obligations under the contractual arrangements of the VIEs.If Shanghai Guangcheng or such shareholders fail to perform theirobligations under the cont

240、ractual arrangement of the VIEs,Shanghai Xincheng will be entitled to,among other things,the right to sell the pledged equityinterests in Shanghai Guangcheng.The shareholders of Shanghai Guangcheng also undertake that,during the term of the equity pledge agreement,they willnot dispose of the pledged

241、 equity interests or create or allow any encumbrance on the pledged equity interests without prior written consent of ShanghaiXincheng.As of the date of this prospectus,the equity pledges under the share pledge agreements have been registered with the relevant PRC legal authoritypursuant to PRC laws

242、 and regulations.172025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm25/249 As of the date of this prospectus,all equity pledges under the share pledge agreem

243、ents by and between the shareholders of Nanjing Xingmu andXingmu WFOE,by and between the shareholders of Suzhou Xingyun and Meiyizhi WFOE,as well as by and between the shareholders of Suzhou Taichengand Shanghai Xincheng have been registered with the relevant PRC legal authority pursuant to PRC laws

244、 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 thenshareholders of Shanghai Guangcheng,as supplemented from time to time,such shareholders of Shanghai Guangcheng irrevoc

245、ably and unconditionallygranted 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 optionsin Shanghai Guangcheng.The purchase price shall be the lowest price permitted by applicable PRC laws and regulations.T

246、he shareholders of ShanghaiGuangcheng undertake that,without the prior written consent of Shanghai Xincheng,they may not increase or decrease the registered capital or conduct anymerger,transfer or dispose of their equity options and any other third-party rights thereon,dispose of,or procure the man

247、agement to dispose of,materialassets of Shanghai Guangcheng,terminate or procure the management to terminate any material agreements or enter into any agreements in conflict with anyexisting material agreement,appoint or dismiss any director,supervisor or any other senior management which should be

248、appointed or dismissed by suchshareholders,procure Shanghai Guangcheng to declare or distribute any distributable profits or dividends,procure the winding-up,liquidation or dissolutionof Shanghai Guangcheng,amend its articles of association or provide any loans to,or borrow any loans from,third part

249、ies or provide security or guarantee,orundertake any substantive obligations beyond the ordinary course of business.The exclusive call option agreement will remain effective until all equityoptions in Shanghai Guangcheng held by such shareholders are transferred or assigned to Shanghai Xincheng or i

250、ts 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

251、 proceeds from the loans wereused for the investment in or general business development of Shanghai Guangcheng.The loans can be repaid by transferring the shareholders respectiveequity interests in Shanghai Guangcheng to Shanghai Xincheng or its designee.Spousal Consent Letter In addition to the con

252、tractual arrangements discussed above,each of the respective spouses of the individual shareholders of Nanjing Xingmu hasexecuted an additional spousal consent letter which contains terms as described below.Pursuant to the spousal consent letters dated September 26,2019,eachof the respective spouses

253、 of the individual shareholders of Nanjing Xingmu,unconditionally and irrevocably agreed that the equity interest in NanjingXingmu 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 agreementand the shareholders

254、voting rights proxy agreement.The spouse agreed not to assert any rights over the equity interest in Nanjing Xingmu held by his/herspouse.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 bebound by the c

255、ontractual arrangements.These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs.If the VIEs or theirrespective shareholders fail to perform their respective obligations under the contractual arrangements,we could be limited in our ability

256、 to enforce thecontractual arrangements and may have to incur substantial costs and expend additional resources to enforce such arrangements.We may also have to rely onlegal remedies under PRC law,including seeking specific performance or injunctive relief,and claiming damages,which we cannot assure

257、 will be effectiveunder PRC law.As of the date of this prospectus,to our knowledge,the VIE agreements have not been tested in a court of law in the PRC.182025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/0

258、00121390025041577/ea0241440-f1a1_boqiihold.htm26/249 In the opinion our PRC counsel:the ownership structures of the VIEs do not contravene any PRC laws or regulations currently in effect;and the agreements under the contractual arrangements among Shanghai Xincheng,Shanghai Guangcheng and their respe

259、ctive shareholders,amongXingmu 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 uponeach party to

260、such agreements and enforceable against each party thereto in accordance with their terms and applicable PRC laws andregulations currently in effect.In March 2019,the National Peoples Congress of the PRC adopted the PRC Foreign Investment Law,which became effective on January 1,2020.Among other thin

261、gs,the PRC Foreign Investment Law defines the“foreign investment”as investment activities in China by foreign investors in a direct orindirect manner,including those circumstances explicitly listed thereunder as establishing new projects or foreign invested enterprises or acquiring shares ofenterpri

262、ses in China,and other approaches of investment as stipulated by laws,administrative regulations or otherwise regulated by the State Council.ThePRC Foreign Investment Law does not specify whether foreign investors controlling PRC onshore variable interest entities via contractual arrangements willbe

263、 recognized as“foreign investment”and thus be subject to the restrictions and/or prohibitions on foreign investments.Accordingly,the PRC regulatoryauthorities may in the future take a view that is contrary to the above opinion of our PRC counsel.If future laws and regulations specify that the VIEagr

264、eements are in violation of relevant PRC laws and regulations and the PRC government accordingly finds that the VIE agreements that establish thestructure for operating our podcasts,audio entertainment and other internet related businesses or for importing veterinary drugs do not comply with PRCgove

265、rnment restrictions on foreign investment in certain industries,such as value-added telecommunications services business,our ADSs may decline invalue or become worthless,we could be subject to severe penalties,including being prohibited from continuing operations.Each permission or approval thatwe,o

266、ur subsidiaries,or the VIEs may be required to obtain from Chinese authorities to operate our business and to offer the securities being registered toforeign investors is described herein.As of the date of this prospectus,according to our PRC counsel,no relevant PRC laws or regulations in effect req

267、uirethat we obtain permission from any PRC authorities to issue securities to foreign investors,and we have not received any inquiry,notice,warning,sanction,or any regulatory objection to this offering from the CSRC,the CAC,or any other PRC authorities that have jurisdiction over our operations.If w

268、e,oursubsidiaries,or the VIEs do not receive or maintain such permissions or approvals,inadvertently conclude that such permissions or approvals are not required,or if applicable laws,regulations,or interpretations change and we are required to obtain such permissions or approvals in the future,we m

269、ay be subject tosevere penalties,including being prohibited from continuing operations,and the value of our securities may significantly decline or become worthless Fordetailed discussion,see“Risk Factors-Risks Related to Our Corporate Structure and Contractual Arrangements.”OUR CORPORATE INFORMATIO

270、N Our principal executive offices are located at Building 9,No.388,Shengrong Road,Pudong New District,Shanghai 201210,Peoples Republic ofChina.Our telephone number at this address is+86-21-68826799.Our registered office in the Cayman Islands is located at the offices of Vistra(Cayman)Limited,P.O.Box

271、 31119 Grand Pavilion,Hibiscus Way,802 West Bay Road,Grand Cayman,KY1-1205,Cayman Islands.Our agent for service of process inthe United States is Cogency Global Inc.located at 122 East 42nd Street,18th Floor New York,NY 10168.Investors should contact us for any inquiriesthrough the address and telep

272、hone number of our principal executive office.Our principal website is .The information contained on ourwebsite is not a part of this prospectus.192025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/00012139

273、0025041577/ea0241440-f1a1_boqiihold.htm27/249 IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY As a company with less than US$1.07 billion in revenue for the last fiscal year,we qualify as an“emerging growth company”pursuant to theJumpstart Our Business Startups Act of 2012(as amended by the Fixing

274、Americas Surface Transportation Act of 2015),or the JOBS Act.An emerginggrowth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirement unde

275、r Section 404 of the Sarbanes-Oxley Act of 2002,or Section 404,in theassessment of the emerging growth companys internal control over financial reporting.The JOBS Act also provides that an emerging growth company doesnot need to comply with any new or revised financial accounting standards until suc

276、h date that a private company is otherwise required to comply with suchnew or revised accounting standards.We do not plan to“opt out”of such exemptions afforded to an emerging growth company.We will remain an emerging growth company until the earliest of(i)the last day of our fiscal year during whic

277、h we have total annual gross revenuesof at least US$1.07 billion;(ii)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(iii)the date on which we have,during the previous three-year period,issued more than US$1.0 billion in non-convertible debt;or(iv)t

278、he date on which we are deemed to be a“largeaccelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of the ADSs that areheld by non-affiliates exceeds US$700 million as of the last business day of our most recently completed se

279、cond fiscal quarter.Once we cease to be anemerging growth company,we will not be entitled to the exemptions provided in the JOBS Act discussed above.See“Risk FactorsRisks Related to OurBusiness and IndustryWe are an emerging growth company and may take advantage of certain reduced reporting requirem

280、ents.”202025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm28/249 CONVENTIONS WHICH APPLY TO THIS PROSPECTUS Except where the context otherwise requires and fo

281、r purposes of this prospectus only:“active buyer”in a given period refers to a registered account that accepted one or more shipped orders on our online sales platforms;for theavoidance of doubt,active buyers include both individual customers and small and medium pet businesses.The active buyers are

282、 calculatedusing internal company data,treating each account as a separate active buyer even though some buyers may buy through different accounts andmultiple buyers may buy through the same account;“ADSs”refers to the American depositary shares,each representing 150 Class A ordinary shares;“Annual

283、Report on Form 20-F”refers to the annual report on Form 20-F filed by the Company(File No.001-39547)with the Securities andExchange Commission on October 29,2024.“Boqii,”“we,”“us,”“our company,”and“our”refer to Boqii Holding Limited,a Cayman Islands company and its subsidiaries and,in thecontext of

284、describing our operations and consolidated financial information,its VIEs;“Boqii Corporation”refers to Boqii Corporation Limited;“Boqii International”refers to Boqii International Limited;“brand owner”refers to a company engaging in the production and sale of branded pet goods;“brand partner”refers

285、to a specific brand owner whose products are sold via our online sales platforms and offline network;“CAGR”refers to compound annual growth rate;“Class A ordinary shares”refers to our Class A ordinary shares,par value US$0.001 per share;“Class B ordinary shares”refers to our Class B ordinary shares,

286、par value US$0.001 per share;“China”or“PRC”refers to the Peoples Republic of China,excluding,for the purpose of this prospectus only,Taiwan,Hong Kong and Macau;1“Depository”means Deutsche Bank Trust Company Americas;“GMV”refers to gross merchandise volume,which is the total value of confirmed orders

287、 placed with us and sold through distribution model ordrop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned,calculated basedon the listed prices of the ordered products without taking into consideration any discounts.With resp

288、ect to products sold by Xingmu,suchGMV is calculated based on the suggested retail prices of the ordered products without taking into consideration any discounts and regardless ofwhether the products are delivered or returned.For the avoidance of doubt,the total GMV amounts disclosed in this prospec

289、tus(i)includesGMV of products sold by Xingmu,(ii)excludes products sold through consignment model and(iii)excludes the value of services offered by us;“Guangcheng Technology”refers to Shanghai Guangcheng Information Technology Co.,Ltd.;“KOL,”refers to key opinion leaders,or individuals who have the

290、power to engage and impact people within a specific community or field;“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 agiven month.Our MAUs are calculated using internal company data,treating each distinguis

291、hable device as a separate MAU even though someusers may access our platforms using more than one device and multiple users may access our platforms using the same device;1However,the legal and operational risks associated with operating in China also apply to our operations in Hong Kong and Macau.2

292、12025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm29/249 “online platforms”refers to our online sales platforms and our content platform;“online sales platfo

293、rms”refer to Boqii Mall,our flagship stores on third-party e-commerce platforms and our proprietary SaaS system;“ordinary share”prior to the completion of this offering refers to our ordinary shares,par value US$0.001 per share,and upon and after thecompletion of this offering,refers to our Class A

294、ordinary shares and Class B ordinary shares,par value US$0.001 per share;“PetDog”or“Beijing PetDog”refer to Beijing PetDog Technology Development Co.,Ltd.;“MAA”means the thirteenth amended and restated memorandum and articles of association of our company;“RMB”or“Renminbi”refers to the legal currenc

295、y of the Peoples Republic of China;“Securities Purchase Agreement”refers to that agreement between Boqii Holding Limited,a Cayman Island exempted company,and the SellingShareholders dated February 13,2025.“Selling Shareholder”refers to those individuals offering for resale the ADSs referred to in th

296、is offering.“Shanghai Guangcheng”refers to Guangcheng(Shanghai)Information Technology Co.,Ltd.;“Shanghai Xincheng”refers to Xincheng(Shanghai)Information Technology Co.,Ltd.;“Shanghai Yiqin”refers to Shanghai Yiqin Pet Products Co.,Ltd.;“Shuangan”refers to Qingdao Shuangan Biotechnology Co.,Ltd.;“US

297、$,”“dollars”or“U.S.dollars”refers to the legal currency of the United States;“variable interest entities,”or“VIEs,”refers to the PRC entities of which we have power to control the management,and financial and operatingpolicies and have the right to recognize and receive substantially all the economi

298、c benefits and in which we have an exclusive option to purchaseall or part of the equity interests at the minimum price possible to the extent permitted by PRC law;and“Xingmu”or“Nanjing Xingmu”refers to Nanjing Xingmu Biotechnology Co.,Ltd.;“Xingmu Group”refers to Xingmu Group Limited;“Xingmu Holdin

299、g”refers to Xingmmu Holding Limited;“Xingmu HK”refers to Xingmu HK Limited;“Xingmu International”refers to Xingmu International Limited;“Xingmu WFOE”refers to Nanjing Xinmu Information Technology Co.,Ltd.;“Yoken Holding”refers to Yoken Holding Limited;“Yoken International”refers to Yoken Internation

300、al Limited;and“Yoken WFOE”refers to Chengdu Chongaita Information Technology Co.,Ltd.;“Suzhou Taicheng”refers to Suzhou Taicheng Supply Chain Co.,Ltd.;“Suzhou Xingyun”refers to Suzhou Xingyun Yueming Supply Chain Co.,Ltd.;“Meiyizhi WFOE”refers to Shanghai Meiyizhi Supply Chain Co.,Ltd.;Unless otherw

301、ise noted,all translations from Renminbi to U.S.dollars and from U.S.dollars to Renminbi in this prospectus are made at RMB7.0176to US$1.00.and RMB7.2203 to US$1.00.the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30,2024 andMarch 31,2024,respecti

302、vely.We make no representation that any Renminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollarsor Renminbi,as the case may be,at any particular rate,the rates stated below,or at all.On March 21,2025,the noon buying rate for Renminbi was RMB7.2486 to US$1.00.222025/5/10

303、23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm30/249 THE OFFERING IssuerBaqii Holdings Limited ADSs offered by the Selling Shareholders2,000,000 ADSs,representing 3

304、00,000,000 Class A ordinary shares.Selling ShareholdersAll of the ADSs being registered pursuant to the Registration Statement on Form F-1,of whichthis prospectus forms a part,are being offered by the Selling Shareholders.See“SellingShareholders”section of this prospectus for more information on the

305、 Selling Shareholders.Dividend PolicyWe 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 sharesor the ADSs representing our ordinary shares.We currently intend to retai

306、n most,if not all,ofour available funds and any future earnings to operate and expand our business.Use of ProceedsWe will not receive any proceeds from the sale of the ADSs by the Selling Shareholders.Ordinary shares issued and outstanding immediatelyafter this offering460,729,482 ordinary shares,co

307、mprising of 447,691,753 Class A ordinary shares,par valueUS$0.001 per share,and 13,037,729 Class B ordinary shares,par value US$0.001 per share.ListingOur ADSs are listed on the NYSE American under the symbol“BQ.”Payment and settlementThe company shall deposit the Class A ordinary shares,represented

308、 by the ADSs to theDepository and shall instruct the Depositary to deliver to the Selling Shareholder its respectiveADSs as determined by the Securities Purchase Agreement.DepositaryDeutsche Bank Trust Company Americas.TaxationFor a description of certain Cayman Islands,PRC and U.S.federal income ta

309、x considerationswith respect to the ownership and disposition of the ADSs,see“Taxation.”Risk FactorsSee“Risk Factors”and other information included in this prospectus for discussions of the risksrelating to investing in the ADSs.You should carefully consider these risks before deciding toinvest in t

310、he ADSs.232025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm31/249 OUR SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA The following summary consolidat

311、ed statements of operations for the fiscal years ended March 31,2023 and 2024,summary consolidated balancesheet data as of March 31,2023 and 2024 and summary consolidated cash flow data for the fiscal years ended March 31,2023 and 2024 have been derivedfrom our audited consolidated financial stateme

312、nts included elsewhere in this prospectus.The following summary consolidated statements of operations forthe six months ended September 30,2023 and 2024,summary consolidated balance sheet data as of December 31,2024 and summary consolidated cash flowdata for the six months ended September 30,2023 an

313、d 2024 have been derived from our unaudited interim condensed consolidated financial statementsincluded elsewhere in this prospectus Our consolidated financial statements are prepared and presented in accordance with accounting principles generallyaccepted in the United States of America,or U.S.GAAP

314、.Our historical results are not necessarily indicative of results expected for future periods.You shouldread this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and“ManagementsDiscussion and Analysis of Financial Condition and Re

315、sults of Operations”included elsewhere in this prospectus.The following table presents our summary consolidated statement of operation for the fiscal years ended March 31,2023 and 2024 and the sixmonths ended September 30,2023 and 2024.For the Fiscal Year Ended March 31,For the Six Months Ended Sept

316、ember 30,2023 2024 2023 2024 RMB%RMB US$%RMB%RMB US$%(in thousands,except for percentages,shares and per share data)(unaudited)(unaudited)Summary ConsolidatedStatements of Operations:Net revenues:Product sales 1,048,491 96.0 680,143 94,199 95.9 374,102 96.1 232,713 33,161 93.2 Online marketing andin

317、formation services 43,603 4.0 29,209 4,045 4.1 15,269 3.9 16,942 2,414 6.8 Total net revenues 1,092,094 100.0 709,352 98,244 100 389,371 100.0 249,655 35,575 100.0 Total cost of revenues (858,608)(78.6)(568,615)(78,752)(80.2)(311,435)(80.0)(197,961)(28,209)(79.3)Gross profit 233,486 21.4 140,737 19,

318、492 19.8 77,936 20.0 51,694 7,366 20.7 Operating expenses:Fulfillment expenses (126,295)(11.6)(59,506)(8,241)(8.4)(34,499)(8.9)(18,614)(2,652)(7.5)Sales and marketingexpenses (124,007)(11.4)(85,091)(11,785)(12.0)(45,370)(11.7)(35,726)(5,091)(14.3)General and administrativeexpenses (46,554)(4.3)(59,2

319、65)(8,208)(8.4)(32,169)(8.3)(24,919)(3,551)(10.0)Impairment of goodwill (40,684)(3.7)-Other income,net 286 0.0 2,966 411 0.4 2,401 0.6 523 75 0.2 Loss from operations (103,768)(9.5)(60,159)(8,331)(8.5)(31,701)(8.3)(27,042)(3,853)(10.9)Interest income 7,420 0.7 2,638 366 0.4 2,008 0.5 730 104 0.3 Int

320、erest expense (13,350)(1.2)(7,326)(1,015)(1.0)(3,079)(0.8)(3,163)(451)(1.3)Other gains(losses),net 5,159 0.5 (3,994)(553)(0.6)(2,283)(0.6)(447)(64)(0.2)Fair value change ofderivative liabilities (2,266)(0.2)(1,034)(143)(0.1)(3,216)(0.8)-Loss before income taxexpenses (106,805)(9.8)(69,875)(9,676)(9.

321、8)(38,271)(10.0)(29,922)(4,264)(12.1)Income tax expenses 911 0.1 927 128 0.1 482 0.1 445 63 0.2 Share of result of equityinvestee (82)0.0 50 7 0.0 67 0.0 (100)(14)(0.0)242025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edga

322、r/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm32/249 For the Fiscal Year Ended March 31,For the Six Months Ended September 30,2023 2024 2023 2024 RMB%RMB US$%RMB%RMB US$%(in thousands,except for percentages,shares and per share data)(unaudited)(unaudited)Net loss (105,976)(9.7)(68,89

323、8)(9,541)(9.7)(37,722)(9.9)(29,577)(4,215)(11.9)Less:Net incomeattributable to thenon-controllinginterest shareholders (3,177)(0.3)(5,234)(724)(0.7)(677)(0.2)(2,251)(321)(0.9)Net loss attributableto Boqii HoldingLimited (102,799)(9.4)(63,664)(8,817)(9.0)(37,045)(9.7)(27,326)(3,894)(11.0)Accretion on

324、 thepreferred shares toredemption value (675)(0.1)(766)(106)(0.1)(371)(0.1)(410)(58)(0.2)Less:Deemeddividend to preferredshareholders -Net loss attributable toBoqii HoldingLimiteds ordinaryshareholders (103,474)(9.5)(64,430)(8,923)(9.1)(37,416)(9.8)(27,736)(3,952)(11.2)Net loss per shareattributable

325、 toBoqii HoldingLimiteds ordinaryshareholders Basic (1.50)(0.64)(0.09)(0.52)(0.28)(0.04)Diluted (1.50)(0.64)(0.09)(0.52)(0.28)(0.04)Weighted averagenumber of ordinaryshares Basic 68,858,823 100,637,760 100,637,760 72,332,794 100,637,760.00 100,637,760.00 Diluted 68,858,823 100,637,760 100,637,760 72

326、,332,794 100,637,760.00 100,637,760.00 The following table presents our summary consolidated balance sheet data as of March 31,2023 and 2024 and September 30,2024.As of March 31,As of September 30,2023 2024 2024 RMB RMB US$RMB US$(in thousands)(unaudited)Summary Consolidated Balance Sheet Data:Total

327、 current assets Cash and cash equivalents 89,850 72,722 10,072 46,244 6,590 Short-term investments 69,797 -Accounts receivable,net 76,742 50,118 6,941 47,133 6,716 Inventories,net 81,052 55,189 7,644 45,122 6,430 Prepayments and other current assets 79,359 94,518 13,090 110,604 15,762 Amounts due fr

328、om related parties 9,379 5,704 790 19,692 2,806 Total non-current assets 134,621 104,964 14,540 98,554 14,044 Total assets 540,800 383,215 53,077 367,349 52,348 Total current liabilities 196,140 72,044 9,978 86,139 12,275 Total non-current liabilities 119,709 50,290 6,965 44,868 6,394 Total liabilit

329、ies 315,849 122,334 16,943 131,007 18,669 252025/5/10 23:55sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htmhttps:/www.sec.gov/Archives/edgar/data/1815021/000121390025041577/ea0241440-f1a1_boqiihold.htm33/249 The following table presents our summary consolidated cas

330、h flow data for the fiscal years ended March 31,2023 and 2024 and the six months endedSeptember 30,2023 and 2024.For the Fiscal Year EndedMarch 31,For the Six months EndedSeptember 30,2023 2024 2023 2024 RMB RMB US$RMB RMB US$(in thousands)(unaudited)(unaudited)Summary Consolidated Cash Flow Data:Ne

331、t cash flows used in operating activities (54,069)(25,428)(3,523)(8,279)(53,060)(7,561)Net cash flows generated from investingactivities 46,496 47,814 6,624 66,536 28,787 4,102 Net cash flows used in financing activities (76,656)(33,132)(4,589)(61,350)(2,187)(312)Net decrease in cash and cash equiva

332、lents (84,229)(10,746)(1,488)(3,093)(26,460)(3,771)Cash and cash equivalents at beginning ofthe year 162,855 89,850 12,444 89,850 72,722 10,364 Effects of foreign exchange rate changes oncash and cash equivalents 11,224 (6,382)(884)54 (18)(3)Cash and cash equivalents at the end of theperiod 89,850 7

333、2,722 10,072 86,811 46,244 6,590 Non-GAAP Financial Measure We use non-GAAP financial measures,including adjusted net loss,EBITDA and EBITDA margin,in evaluating our operating results and forfinancial and operational decision-making purposes.We define adjusted net loss as net loss excluding fair value change of derivative liabilities.We defineEBITDA as net loss excluding income tax expenses,intere