SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2022
PROSPECTUS
US$260,000,000
Boqii Holding Limited
Class A Ordinary Shares
Warrants
Units
Boqii Holding Limited ( the Company) may offer from time to time up to a total amount of US$260,000,000, consisting of
(i) Class A ordinary shares, par value US$0.001 per share, including American depositary shares, or ADSs, each representing 4.5 Class A ordinary shares, (ii) warrants to purchase Class A ordinary shares or other securities,
(iii) units (collectively, the Securities), or any combination thereof, in one or more offerings, at prices and on terms described in one or more supplements to this prospectus.
Each time we sell Securities, we will provide a supplement to this prospectus that contains specific information about the offering and the
terms of these Securities. The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a specific offering. You should read
this prospectus, any prospectus supplement and any free writing prospectus carefully before you invest in any of our Securities.
We may
sell the Securities independently or together with any other Securities registered hereunder to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed
basis. See Plan of Distribution in this prospectus. If any underwriters, dealers or agents are involved in the sale of any of the Securities, their names, and any applicable purchase price, fee, commission or discount arrangements
between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
Our ADSs are currently listed on the NYSE under the symbol BQ. As of November 14, 2022, the closing price of our ADSs on the
NYSE was US$1.08 per ADS. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the Securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates
remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Investing in our Securities involves risks. You should read the Risk Factors in Item 3.D of our
most recent annual report on Form 20-F incorporated by reference in this prospectus, the Risk Factors of this prospectus, and in any applicable prospectus supplement(s), any related free writing
prospectus and the documents we incorporate by reference in this prospectus before investing in our Securities.
Boqii Holding
Limited is a Cayman Islands holding company with no business operations. Our corporate structure involves unique risks to investors in the ADSs. The Company conducts its operations in China through its PRC subsidiaries and the consolidated variable
interest entities, or the VIEs, and the VIEs subsidiaries. The Company, its shareholders who are non-PRC residents and its subsidiaries do not and are not legally permitted to have any equity interests
in the VIEs as current PRC laws and regulations restrict foreign investment in companies that engage in value-added telecommunication services and certain other restricted services related to our businesses. As a result, the Company operates
relevant businesses in China through certain contractual arrangements by and among its PRC subsidiaries (namely Xingmu WFOE, Shanghai Xincheng and Meiyizhi WFOE, or collectively, the WFOEs), the VIEs and the respective shareholders of the VIEs. This
structure allows the WFOEs to exercise effective control over the VIEs, and be considered the primary beneficiary of the VIEs, which serves the purpose of consolidating the VIEs operating results in the Companys financial statements
under the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. Investors in the Companys ADSs are purchasing equity securities of a Cayman Islands holding company rather than equity securities
issued by the Companys subsidiaries and the VIEs. The securities offered in this prospectus are securities of our Cayman Islands holding company, not of its operating subsidiaries or the VIEs. Investors of the Companys ADSs may never
hold equity interests in our PRC operating subsidiaries or the VIEs. As used in this prospectus, Boqii, we, us, our company, the Company, the Group and our refer to
Boqii Holding Limited, a Cayman Islands exempted company and its subsidiaries and, in the context of describing our operations and consolidated financial information, its VIEs and their respective subsidiaries, the VIEs refers to the
consolidated PRC variable interest entities, including Suzhou Taicheng, Shanghai Guangcheng, Nanjing Xingmu and Suzhou Xingyun.
We and
our investors face significant uncertainty about potential future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial
performance of our company as a whole. As of the date of this prospectus, to the best knowledge of our Company, our directors and management, the VIE agreements have not been tested in a court of law in the PRC. If the PRC government deems that our
contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject
to material penalties or be forced to relinquish our interests in those operations or otherwise significantly change our corporate structure. Our ADSs may decline in value or become worthless, if we are unable to claim our contractual control rights
over the assets of the VIEs that conduct substantially all of our operations in China. For a detailed description of the risks associated with our corporate structure, see Item 3. Key Information3.D. Risk FactorsRisks Related to
Our Corporate Structure and Contractual Arrangements in our annual report on Form 20-F for the fiscal year ended March 31, 2022 filed with the SEC on July 27, 2022 (the FY 2022 Form 20-F) and Risk FactorsRisks Related to Our Corporate Structure and Contractual Arrangements in this prospectus.