United States securities and exchange commission logo
November 17, 2022
Lisa Tang
Co-Chief Executive Officer
Boqii Holding Ltd
Building 9, No. 388, Shengrong Road, Pudong
New District, Shanghai 201210
The People s Republic of China
Re: Boqii Holding Ltd
Amendment No. 1 to
Registration Statement on Form F-3
Filed November 15,
2022
File No. 333-267919
Dear Lisa Tang:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-3 Filed November 15,
2022
Holding Company Structure and Contractual Agreements with the VIEs, page
6
1. We note the diagram on
page 12 does not show a transfer of funds from your Free Flow
Holding Limited
subsidiary to the VIE named Suzhou Xingyun. Please either clarify that
there is no transfer of
funds through Free Flow Holding Limited to its associated VIE or
revise your disclosure
on page 12 to ensure consistency with the diagram on page 6.
Lisa Tang
FirstName LastNameLisa Tang
Boqii Holding Ltd
Comapany 17,
November NameBoqii
2022 Holding Ltd
November
Page 2 17, 2022 Page 2
FirstName LastName
You may contact Rucha Pandit at (202) 551-6022 or Dietrich King at (202)
551-
8071 with any questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Shuang Zhao