波奇宠物美股招股说明书(2023-07-31版)

This prospectus supplement relates to the issuance and sale of (i) up to $8,000,000 of our American depositary shares (the “ADSs”),each ADS representing 4.5 Class A ordinary shares, par value $0.001 per share, of the Company (the “Purchase Shares”) that we maysell to VG Master Fund SPC (“VG”), from time to time pursuant to a purchase agreement, dated July 28, 2023 (the “PurchaseAgreement”), that we have entered into with VG, and (ii) an additional $40,000 of our ADSs being issued to VG as commitmentshares under the Purchase Agreement. See “VG Transaction” for a description of the Purchase Agreement and additional informationregarding VG. VG is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement. We will pay theexpenses incurred in registering the ADSs sold under the Purchase Agreement, including legal and accounting fees. See “Plan ofDistribution” for more information. Our ADSs are currently listed on the NYSE under the symbol “BQ.” On July 27, 2023, the last reported sale price of our ADSs on TheNYSE was $1.47 per ADS. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby ina public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-votingcommon equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting andnon-voting common equity held by non-affiliates remains below US$75,000,000. The aggregate market value of our issued andoutstanding Class A ordinary shares held by non-affiliates, or public float, was approximately US$21.31 million, which was calculatedbased on 47,005,394 Class A ordinary shares issued and outstanding held by non-affiliates and a per ADS closing price of US$2.04 asreported on the NYSE on June 22, 2023. During the 12 calendar months prior to and including the date of this prospectus, we have notoffered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. Investing in our securities involves risks. Before buying any securities, you should carefully consider the risksthat we have described in “Supplemental Risk Factors” beginning on page S-17 of this prospectus supplement, aswell as those described in our filings under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Boqii Holding Limited is a Cayman Islands holding company with no business operations. Our corporate structure involves uniquerisks to investors in the ADSs. The Company conducts its operations in China through its PRC subsidiaries and the consolidatedvariable interest entities, or the “VIEs”, and the VIEs’ subsidiaries. The Company, its shareholders who are non-PRC residents and itssubsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrictforeign investment in companies that engage in value-added telecommunication services and certain other restricted services related toour businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by andamong its PRC subsidiaries (namely Nanjing Xinmu Information Technology Co., Ltd., Xincheng (Shanghai) Information TechnologyCo., Ltd. and Shanghai Meiyizhi Supply Chain Co., Ltd., or collectively, the “WFOEs”), the VIEs and the respective shareholders ofthe VIEs. This structure allows the WFOEs to direct the activities of the VIEs, and be considered the primary beneficiary of the VIEsfor accounting purposes, which serves the purpose of consolidating the VIEs’ operating results in the Company’s financial statementsunder the accounting principles generally accepted in the United States, or U.S. GAAP. This structure also provides contractualexposure to foreign investment in such companies. Investors in the Company’s ADSs are purchasing equity securities of a CaymanIslands holding company rather than equity securities issued by the Company’s subsidiaries and the VIEs. The securities offered inthis prospectus are securities of our Cayman Islands holding company, not of its operating subsidiaries or the VIEs. Investors of theCompany’s ADSs may never hold equity interests in our PRC operating subsidiaries or the VIEs. As used in this prospectus, “Boqii,”“we,” “us,” “our company,” “the Company,” “the Group” and “our” refer to Boqii Holding Limited, a Cayman Islands exemptedcompany and its subsidiaries and, in the context of describing our operations and consolidated financial information, its VIEs and their respective subsidiaries, unless specific reference is made to an entity. “VIEs” refers to the consolidated PRC variable interest entities,including Suzhou Taicheng Supply Chain Co., Ltd., Guangcheng (Shanghai) Information Technology Co., Ltd., Nanjing XingmuBiotechnology Co., Ltd