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UPLOAD Filing

Boqii Holding Ltd
Date: June 12, 2025 · CIK: 0001815021 · Accession: 0000000000-25-006233

Regulatory Compliance Offering / Registration Process Risk Disclosure

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File numbers found in text: 333-286239

Date
June 12, 2025
Author
Division of
Form
UPLOAD
Company
Boqii Holding Ltd

Letter

Re: Boqii Holding Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed May 30, 2025 File No. 333-286239 Dear Yingzhi (Lisa) Tang:

June 12, 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

We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our May 27, 2025 letter.

Amendment No. 2 to Registration Statement on Form F-1 Filed May 30, 2025 Permissions and Approvals Required from PRC Authorities, page 19

1. We note your revised disclosure in response to prior comment 1. Please revise to include the disclosure you deleted regarding: your ability to offer the securities being registered to foreign investors; whether you have received all requisite permissions or approvals from the CSRC, CAC, or any other PRC governmental agency; and the consequences 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. June 12, 2025 Page 2

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

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 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
 Amendment No. 2 to Registration Statement on Form F-1
 Filed May 30, 2025
 File No. 333-286239
Dear Yingzhi (Lisa) Tang:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 27, 2025
letter.

Amendment No. 2 to Registration Statement on Form F-1 Filed May 30, 2025
Permissions and Approvals Required from PRC Authorities, page 19

1. We note your revised disclosure in response to prior comment 1. Please
revise to
 include the disclosure you deleted regarding:
 your ability to offer the securities being registered to foreign
investors;
 whether you have received all requisite permissions or approvals
from the CSRC,
 CAC, or any other PRC governmental agency; and
 the consequences 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.
 June 12, 2025
Page 2

 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
</TEXT>
</DOCUMENT>