United States securities and exchange commission logo
July 18, 2020
Yinghzi (Lisa) Tang
Director, Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Floor 6, Building 1, No. 399
Shengxia Road, Pudong New District
Shanghai 201203
People's Republic of China
Re: Boqii Holding Ltd
Draft Registration
Statement on Form F-1
Submitted June 22,
2020
CIK No. 0001815021
Dear Ms. Tang:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1. Please disclose here,
and elsewhere as appropriate, what you mean by a "pet ecosystem"
or "eco-platform" and
how this differs from a basic online platform. Please also tell us
what you mean by a
"seamless online-offline pet eco-platform." Please also explain what
is meant by your
statement that you "believe this is bound to happen because it is what
customers expect and
demand."
Yinghzi (Lisa) Tang
FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
Comapany
July NameBoqii Holding Ltd
18, 2020
July 18,
Page 2 2020 Page 2
FirstName LastName
Conventions Which Apply to this Prospectus, page 9
2. We note your key operating data on page 16 states that average order
value and average
spending per active buyer exclude products sold by Xingmu, as those
sales were not
material to you during the indicated periods. However, the definition
of GMV indicates
that products sold by Xingmu are included in GMV. Please tell us why
Xingmu product
sales are included for certain metrics and not for others, and whether
such information is
comparable given the method of calculation.
Capitalization, page 69
3. Please remove the operating lease right-of-use assets line item as it
does not constitute a
part of your capitalization and indebtedness. Refer to Item 3.B of
Form 20-F.
Key Components of Results of Operations, page 87
4. We note that your product sales decreased from the nine months ended
2018 to the same
period in 2019, but your GMV increased for the same period from 2018
to 2019. Please
explain the reason for the decrease in product sales but simultaneous
increase in GMV.
Market Competition Landscapes, page 110
5. We note your disclosure regarding market competition and the charts
that appear at the
top of page 111 that lists the "Top 5 Pet Online Retail Platform in
China in 2019" and
"Top 3 Pet-focused Online Retail Platform in China in 2019." Please
state your belief as
to why GMV is a useful comparative tool in this instance, considering
that it is not
calculated in the same manner by all companies represented in the
charts. Please also
disclose how GMV is calculated by the other companies and how the
various methods
used by such companies (for example, using listed price versus
suggested retail price, or
including discounts) may materially impact the information presented.
Business, page 113
6. Please explain what it means that you have "built close
relationships," "cooperated with,"
and are "seamlessly connecting" over 340 brand partners and 121
manufacturers,
including whether this means that you have contracts with such parties
or otherwise
generate revenue from such partners. Please also define the terms
"brand partners" or
"brand owners" as used throughout the prospectus.
7. Please revise this section to provide a clear description of your
material product offerings
and their contribution to revenues. In particular, it is unclear how
certain of your offerings,
such as your membership program, mobile app, Boqii Mall, and sales
from you private
label products, contribute to your revenues, and whether such
contributions are material.
Please also explain any material differences in the way you generate
revenue from sales
Yinghzi (Lisa) Tang
FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
Comapany
July NameBoqii Holding Ltd
18, 2020
July 18,
Page 3 2020 Page 3
FirstName LastName
on Boqii Mall versus sales on third-party e-commerce platforms. Refer
to Item 4.a of
Form F-1 and Item 4.B of Form 20-F.
8. We note that on page 22 you break down total GMV by branded products
and private
label products, and GMV generated from sales on Boqii Mall and
third-party e-commerce
platforms. Please disclose the revenue generated by these products and
sales, in addition
to the GMV.
Our Offline Network, page 132
9. Please explain what it means that you had "cooperated with" over
15,000 physical pet
stores and pet hospitals. Please also disclose the percentage of your
sales that are made to
physical pet stores and pet hospitals.
Jury Trial Waiver, page 187
10. We note your disclosure that indicates that the deposit agreement
provides that ADS
holders waive the right to a jury trial, "including any claim under
the U.S. federal
securities laws." Please amend your risk factor on page 62 to disclose
other risks, which
may include increased costs to bring a claim and that these provisions
may discourage or
limit suits against you or the depositary. Please also clarify whether
purchasers of
interests in a secondary transaction would be subject to the jury
trial waiver provision.
Consolidated Financial Statements
1. Organization and principal activities
(b) Consolidated variable interest entities, page F-14
11. We note your disclosure of the contractual arrangements you have with
your VIEs. Please
provide additional details for each contract including, but not
limited to, how you
determined you have control over the PRC domestic companies, how you
determined you
are entitled to the economic benefits and obligated to absorb losses,
the term of each
contract and whether each contract is renewable. Refer to FASB ASC
810-10-25-38. In
addition, provide the disclosures outlined in FASB ASC 810-10-50-5A.
29. Unaudited pro forma balance sheet and loss per share, page F-76
12. Please tell us how the difference between the carrying value and
redemption value (i.e.,
unaccreted portion) of the preferred shares as of the most recent
balance sheet date was
considered in determining the pro forma adjustments to the balance
sheet. Please also
disclose how you considered the original issuance dates of the
preferred shares and debt
being converted into ordinary shares in determining the length of time
these ordinary
shares were considered outstanding in your pro forma loss per ordinary
share
computations. If you assumed these ordinary shares were outstanding
prior to the original
issuance dates of the preferred shares and debt being converted in
your pro forma loss per
ordinary share computations, please tell us your basis for doing so.
Yinghzi (Lisa) Tang
Boqii Holding Ltd
July 18, 2020
Page 4
You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at 202-551-7127 or Erin Jaskot at 202-551-3442 with any
other questions.
FirstName LastNameYinghzi (Lisa) Tang Sincerely,
Comapany NameBoqii Holding Ltd
Division of
Corporation Finance
July 18, 2020 Page 4 Office of Trade &
Services
FirstName LastName