波奇宠物美股招股说明书(2023-08-16版)

Boqii Holding Limited Up to $7,035,000 of American Depositary Shares This amendment no. 1 to prospectus supplement amends our prospectus supplement dated July 28,2023. This amendment should be read in conjunction with the prospectus supplement and the prospectusdated November 15, 2022 (File No. 333-267919) and is qualified by reference thereto, except to the extentthat the information herein amends or supersedes the information contained in the prospectus supplementor the prospectus. This amendment is not complete without, and may only be delivered or utilized inconnection with, the prospectus supplement and the prospectus, and any future amendments or supplementsthereto. We have entered into a securities purchase agreement, dated July 28, 2023, with VG Master Fund SPC(“VG”), as amended by an amendment to the securities purchase agreement dated August 16, 2023 (thesecurities purchase agreement, as amended, the “Purchase Agreement”), pursuant to which we may sell toVG, from time to time , (i) up to $7,000,000 of our American depository shares (the “ADSs”, each ADSrepresenting 4.5 Class A ordinary shares, par value $0.001 per share, of the Company (the “PurchaseShares”) and (ii) up to $35,000 of our ADSs being issued to VG as commitment shares (the “CommitmentShares”). Upon delivery of a purchase notice, and subject to our instructions in that notice and the terms andconditions of the Purchase Agreement generally, VG may sell our ADSs by any method permitted by lawdeemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the SecuritiesAct of 1933, as amended (the “Securities Act”), including (A) in privately negotiated transactions with ourprior written consent; (B) as block transactions; or (C) by any other method permitted by law deemed to bean “at the market offering,” including sales made directly on the NYSE or sales made into any otherexisting trading market for our ADSs. There is no arrangement for funds to be received in any escrow, trustor similar arrangement. During the 12 calendar months prior to, and including, the date of this amendment to the prospectussupplement, we have not 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 carefullyconsider the risks that we have described in “Supplemental Risk Factors” beginning on page 2 of thisamendment to the prospectus supplement and page S-17 of the prospectus supplement, as well asthose described in our filings under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this amendment to the prospectussupplement, the prospectus supplement or the prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The date of this amendment to the prospectus supplement is August 16, 2023 Table ofContents THE OFFERING1SUPPLEMENTAL RISK FACTORS2DILUTION4VG TRANSACTION5PLAN OF DISTRIBUTION7 The Offering Up to $7,000,000 of ADSs we may issue and sell to VG fromtime to time over the next 12 months, at our sole discretion, inaccordance with the Purchase Agreement, and an additional$35,000 of ADSs, subject to certain adjustments (See “VGTransaction—General” in this prospectus supplement), to beissued to VG as consideration for its commitment to purchaseADSs under the Purchase Agreement (the “CommitmentShares”). We will not receive any cash proceeds from theissuance of these Commitment Shares. Securities offered by us. ADSs outstanding immediately priorto this offering 15,717,663 ADSs. 21,693,854 ADSs, assuming sale of 5,952,381 ADSs (based on$7,000,000 of ADSs at an assumed offering price of $1.18 perADS, which is 80% of $1.47, the last reported sale price of ourADSs on the NYSE on July 27, 2023), and assuming anissuance of additional 23,810 ADSs, subject to certainadjustments (See “VG Transaction— General” in thisprospectus supplement) as Commitment Shares (based on$35,000 of ADSs at the $1.47 price per ADS, which is theclosing price of our ADSs on the NYSE on July 27, 2023, thebusiness day prior to the execution of the Purchase Agreement).The actual total number of ADSs issued will vary depending onthe sales prices under this offering and certain adjustmentsunder the Purchase Agreement. ADSs to be outstanding after thisoffering is completed We intend to use the net proceeds of this offering for generalcorporate and working capital purposes. See “Use of Proceeds”on page S-3 of the prospectus supplement. Use of proceeds Our ADSs are traded on the NYSE under the symbol “BQ.” Market for the ADSs See “Supplemental Risk Factors” beginning on page 2 of thisamendment to the prospectus supplement and page S-17 of theprospectus supplement and “Risk Factors” beginning on page34 of the prospectus and in the documents incorporated byr