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 April 25, 2025

Yingzhi (Lisa) Tang
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
 Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-286239
Dear Yingzhi (Lisa) Tang:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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 letter, we may have additional comments.

Registration Statement on Form F-1 Filed March 31, 2025
Cover Page

1. We note your statement that "INVESTORS PURCHASING SECURITIES IN THIS
 OFFERING ARE PURCHASING SECURITIES OF BOQII HOLDING LIMITED, A
 CAYMAN ISLANDS HOLDING COMPANY, RATHER THAN SECURITIES OF
 BOQII HOLDING LIMITED S SUBSIDIARIES THAT CONDUCT
 SUBSTANTIVE BUSINESS OPERATIONS IN CHINA." Please revise to include
 that operations are also conducted through contractual arrangements with
your VIEs.
 If true, disclose that these contracts have not been tested in court.
Explain whether the
 VIE structure is used to provide investors with exposure to foreign
investment in
 China-based companies where Chinese law prohibits direct foreign
investment in the
 operating companies, and disclose that investors may never hold equity
interests in the
 Chinese operating company.
 April 25, 2025
Page 2

2. We note your statement that "the term the 'PRC subsidiaries' and 'VIEs'
refers to the
 following entities organized under the laws of the PRC: Suzhou Taicheng,
Shanghai
 Guangcheng, Nanjing Xingmu and Suzhou Xingyun. Shanghai Xincheng, Xingmu
 WFOE and Meiyizhi WFOE." Please revise to clearly disclose how you will
refer to
 the subsidiaries and VIEs when providing disclosure throughout the
document so that
 it is clear to investors which entity the disclosure is referencing and
which subsidiaries
 or entities are conducting the business operations. For example,
disclose, if true, that
 your subsidiaries and/or the VIE conduct operations in China, that the
VIE is
 consolidated for accounting purposes but is not an entity in which you
own equity,
 and that the holding company does not conduct operations. Additionally,
please revise
 to refer to the VIEs as "the VIEs," not "our VIEs," as you do not have
ownership or
 control of the VIEs.
3. We note your definition of "China" on page 12. Please revise to clarify
that the legal
 and operational risks associated with operating in China also apply to
operations in
 Hong Kong/Macau.
4. Where you discuss how cash is transferred through your organization,
please revise to
 disclose your intentions to distribute earnings or settle amounts owed
under the VIE
 agreements and whether any transfers, dividends, or distributions have
been made to
 date to or from the VIEs. Additionally, provide a reference to the
condensed
 consolidating schedule and the consolidated financial statements in your
annual report
 on Form 20-F. Further, please revise your disclosure here, in the
summary risk
 factors, and the risk factors section to state that to the extent cash
in the business is in
 the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
available to
 fund operations or for other use outside of the PRC/Hong Kong due to
interventions in
 or the imposition of restrictions and limitations on the ability of you,
your
 subsidiaries, or the consolidated VIEs by the PRC government to transfer
cash. On the
 cover page, provide cross-references to these other discussions. Where
you discuss the
 limitations of remittance of dividends by a wholly foreign-owned
company, please
 revise clearly state whether there are limitations on your ability to
transfer cash
 between you, your subsidiaries, the consolidated VIEs or investors.
Provide a cross-
 reference to your discussion of this issue in your summary, summary risk
factors, and
 risk factors sections, as well.
5. To the extent you have cash management policies that dictate how funds
are
 transferred between you, your subsidiaries, the consolidated VIEs or
investors,
 summarize the policies on your cover page and in the prospectus summary,
and
 disclose the source of such policies (e.g., whether they are contractual
in nature,
 pursuant to regulations, etc.); alternatively, state on the cover page
and in the
 prospectus summary that you have no such cash management policies that
dictate how
 funds are transferred. Provide a cross-reference on the cover page to
the discussion of
 this issue in the prospectus summary.
Prospectus Summary, page 1

6. Please revise to include a summary of risk factors to disclose the risks
that your
 corporate structure and being based in or having the majority of your
operations in
 China poses to investors. In particular, describe the significant
regulatory, liquidity,
 April 25, 2025
Page 3

 and enforcement risks with cross-references to the more detailed
discussion of these
 risks in the prospectus. For example, specifically discuss risks arising
from the legal
 system in China, including risks and uncertainties regarding the
enforcement of laws
 and that rules and regulations in China can change quickly with little
advance notice;
 and the risk that the Chinese government may intervene or influence your
operations
 at any time, or may exert more control over offerings conducted overseas
and/or
 foreign investment in China-based issuers, which could result in a
material change in
 your operations and/or the value of the securities you are registering
for sale.
 Acknowledge any risks that any actions by the Chinese government to
exert more
 oversight and control over offerings that are conducted overseas and/or
foreign
 investment in China-based issuers could significantly limit or
completely hinder your
 ability to offer or continue to offer securities to investors and cause
the value of such
 securities to significantly decline or be worthless. Please include
cross-references to
 the relevant individual detailed risk factor.
7. Disclose each permission or approval that you, your subsidiaries, or the
VIEs are
 required to obtain from Chinese authorities to operate your business and
to offer the
 securities being registered to foreign investors. State whether you,
your subsidiaries,
 or VIEs are covered by permissions requirements from the China
Securities
 Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
 other governmental agency that is required to approve the VIE s
operations, and state
 affirmatively whether you have received all requisite permissions or
approvals and
 whether any permissions or approvals have been denied. Please also
describe the
 consequences to you and your investors if you, your subsidiaries, or the
VIEs: (i) do
 not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that
 such permissions or approvals are not required, or (iii) applicable
laws, regulations, or
 interpretations change and you are required to obtain such permissions
or approvals in
 the future.
8. Provide a clear description of how cash is transferred through your
organization.
 Disclose your intentions to distribute earnings or settle amounts owed
under the VIE
 agreements. Quantify any cash flows and transfers of other assets by
type that have
 occurred between the holding company, its subsidiaries, and the
consolidated VIEs,
 and direction of transfer. Quantify any dividends or distributions that
a subsidiary or
 consolidated VIE have made to the holding company and which entity made
such
 transfer, and their tax consequences. Similarly quantify dividends or
distributions
 made to U.S. investors, the source, and their tax consequences. Your
disclosure
 should make clear if no transfers, dividends, or distributions have been
made to date.
 Describe any restrictions on foreign exchange and your ability to
transfer cash
 between entities, across borders, and to U.S. investors. Describe any
restrictions and
 limitations on your ability to distribute earnings from the company,
including your
 subsidiaries and/or the consolidated VIEs, to the parent company and
U.S. investors
 as well as the ability to settle amounts owed under the VIE agreements.
9. We note that the consolidated VIEs constitute a material part of your
consolidated
 financial statements. Please provide in tabular form a condensed
consolidating
 schedule that disaggregates the operations and depicts the financial
position, cash
 flows, and results of operations as of the same dates and for the same
periods for
 April 25, 2025
Page 4

 which audited consolidated financial statements are required. The
schedule should
 present major line items, such as revenue and cost of goods/services,
and subtotals
 and disaggregated intercompany amounts, such as separate line items for
 intercompany receivables and investment in subsidiary. The schedule
should also
 disaggregate the parent company, the VIEs and its consolidated
subsidiaries, the
 WFOEs that are the primary beneficiary of the VIEs, and an aggregation
of other
 entities that are consolidated. The objective of this disclosure is to
allow an investor to
 evaluate the nature of assets held by, and the operations of, entities
apart from the
 VIE, as well as the nature and amounts associated with intercompany
transactions.
 Any intercompany amounts should be presented on a gross basis and when
necessary,
 additional disclosure about such amounts should be included in order to
make the
 information presented not misleading.
Our History and Corporate Structure
Our Corporate Structure, page 7

10. Please identify clearly the entity in which investors are purchasing
their interest and
 the entity(ies) in which the company s operations are conducted and
revise to identify
 all holders of Yoken Holding Limited and Xingmu International Limited.
Further,
 where you discuss the contractual arrangements, please revise to
disclose how this
 type of corporate structure may affect investors and the value of their
investment,
 including how and why the contractual arrangements may be less effective
than direct
 ownership and that the company may incur substantial costs to enforce
the terms of
 the arrangements. Disclose the uncertainties regarding the status of the
rights of the
 Cayman Islands holding company with respect to its contractual
arrangements with
 the VIE, its founders and owners, and the challenges the company may
face enforcing
 these contractual agreements due to legal uncertainties and
jurisdictional limits.
Risk Factors
Risks Related to our Corporate Structure and Contractual Agreements
There are substantial uncertainties regarding the interpretation and
application of current and
future PRC laws..., page 42

11. Please revise this risk factor to acknowledge that if the PRC government
determines
 that the contractual arrangements constituting part of the VIE structure
do not comply
 with PRC regulations, or if these regulations change or are interpreted
differently in
 the future, the securities you are registering may decline in value or
become worthless
 if the determinations, changes, or interpretations result in your
inability to assert
 contractual control over the assets of your PRC subsidiaries or the VIEs
that conduct
 all or substantially all of your operations. Please remove references
that imply that the
 PRC government may take issue with the VIE agreements in your particular
lines of
 business operations.
Enforceability of Civil Liabilities, page 72

12. We note your statement that "A majority of our directors and executive
officers are
 nationals or residents of jurisdictions other than the United States and
a substantial
 portion of their assets are located outside the United States." Please
revise here and in
 April 25, 2025
Page 5

 your risk factor on page 66 to identify the individuals that are located
in the PRC or
 Hong Kong.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Cara Wirth at 202-551-7127 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ben Smolij
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