United States securities and exchange commission logo
September 25, 2020
Yinghzi (Lisa) Tang
Director, Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Building 9, No. 388, Shengrong Road, Pudong
New District, Shanghai 201210
People s Republic of China
Re: Boqii Holding Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed September 22,
2020
File No. 333-248641
Dear Ms. Tang:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 21, 2020 letter.
Amendment No. 1 to Form F-1 filed September 22, 2020
Capitalization, page 73
1. Please tell us and
disclose the nature and terms of the adjustments to other debts, non-
current and receivable
for issuance of ordinary shares in the pro forma as adjusted
column. Also, tell us
why these adjustments and pro forma as adjusted adjustment (vi)
discussed on page 73
were excluded from the pro forma column.
Yinghzi (Lisa) Tang
FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
Comapany 25,
September NameBoqii
2020 Holding Ltd
September
Page 2 25, 2020 Page 2
FirstName LastName
Dilution, page 77
2. Please provide us your calculations for amounts per ordinary share and
per ADS of pro
forma net tangible book value before the offering and after the
offering as well as for
dilution in net tangible book value to new investors.
3. Please tell us your rationale for not deducting your mezzanine equity
and non-controlling
interests in arriving at your net tangible book value as of June 30,
2020. Also, tell us your
rationale for not deducting non-controlling interests in arriving at
the pro forma net
tangible book value amounts. Alternatively, revise your computations
and disclosures
accordingly.
Taxation, page 212
4. We note your revisions in response to our prior comment five. However,
it does not
appear that you have provided a firm opinion as to the material tax
consequences set forth
in this section. For example, your disclosure notes that "it is
expected" that distributions
will be reported to U.S. Holders as dividends and "may be" taxable at
a favorable rate,
provided you are not a PFIC, and that gains on the sale of ADSs or
Class A ordinary
shares "may be" subject to PRC taxes. Because your short-form opinion
states that the
opinion of counsel is set forth in full under the caption "Taxation --
Material U.S. Federal
Income Tax Considerations," the disclosure in the prospectus serves as
the tax
opinion disclosure must clearly identify and articulate the opinions
being rendered. If
there are sections of the disclosure that you do not intend to be the
opinion of counsel,
such as the discussion under "Passive Foreign Investment Company
Rules," or any other
subheadings in this section, please revise your disclosure and
short-form opinion to clarify
the precise sections that represent counsel's opinion. In those
sections the disclosure
should clearly identify each material tax consequence being opined
upon, set forth
counsel's opinion as to each identified item, and set forth the basis
for the opinion. If
counsel is unable to set forth a firm conclusion, counsel can issue a
"should" or "more
likely than not" opinion, as specified in Staff Legal Bulletin 19.
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.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Kevin Zhang, Esq.