Correspondence 0001193125-22-289446 from Boqii Holding Ltd (BQ)
Boqii Holding Ltd
Date: Nov. 21, 2022 · CIK: 0001815021 · Accession: 0001193125-22-289446
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267919
Referenced dates: November 17, 2022
Letter
Office of Trade & Services Division of Corporation Finance Re: Boqii Holding Limited Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Form F-3 Filed November 15, 2022 File No. 333-267919
Dear Ms. Pandit and Mr. King:
On behalf of our client, Boqii Holding Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 17, 2022 regarding the Company’s Amendment No. 1 to Registration Statement on Form F-3 filed with the SEC on November 15, 2022 (the “Registration Statement”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
* * * *
Cleary Gottlieb Steen & Hamilton (Hong Kong) is affiliated with Cleary Gottlieb Steen & Hamilton LLP, a Limited Liability Partnership registered in New York.
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.
Securities and Exchange Commission
November 21, 2022
Page of 3
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.
Response: The Company respectfully advises the Staff that the diagram on page 12 summarizes how funds were transferred among the Company, its subsidiaries, and the VIEs as of March 31, 2022. Meiyizhi WFOE, a wholly owned subsidiary of Free Flow Holding Limited (a direct subsidiary of the Company), entered into a new VIE contractual arrangement with Suzhou Xingyun in April 2022. Therefore, as of March 31, 2022, there had not been any transfer of funds between Free Flow Holding Limited and Suzhou Xingyun.
Securities and Exchange Commission
November 21, 2022
Page of 3
If you have any questions regarding the Registration Statement, please contact Shuang Zhao by phone at +852-2532-3783 or via e-mail at szhao@cgsh.com, or Yingzhi (Lisa) Tang, the co-chief executive officer of Boqii Holding Limited, by telephone at +180-1851-3366 or via e-mail at lisa@boqii.com.
Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
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CORRESP 1 filename1.htm CORRESP FREEMAN CHAN SHUANG ZHAO DENISE SHIU PARTNERS CHRIS CHURL-MIN LEE1 REGISTERED FOREIGN LAWYER ROBERT K. WILLIAMS RAYMOND LAM COUNSEL 1 Admitted to practice in New York Hysan Place, 37th Floor 500 Hennessy Road, Causeway Bay Hong Kong T: +852 2521 4122 F: +852 2845 9026 clearygottlieb.com NEW YORK • WASHINGTON, D.C. • PARIS • BRUSSELS • LONDON MOSCOW • FRANKFURT • COLOGNE • ROME • MILAN • BEIJING BUENOSAIRES • SÃO PAULO • ABU DHABI • SEOUL • SILICON VALLEY D: +852 2532 3783 szhao@cgsh.com November 21, 2022 Rucha Pandit Dietrich King Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Boqii Holding Limited Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Form F-3 Filed November 15, 2022 File No. 333-267919 Dear Ms. Pandit and Mr. King: On behalf of our client, Boqii Holding Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 17, 2022 regarding the Company’s Amendment No. 1 to Registration Statement on Form F-3 filed with the SEC on November 15, 2022 (the “Registration Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement. * * * * Cleary Gottlieb Steen & Hamilton (Hong Kong) is affiliated with Cleary Gottlieb Steen & Hamilton LLP, a Limited Liability Partnership registered in New York. Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above. Securities and Exchange Commission November 21, 2022 Page 2 of 3 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. Response: The Company respectfully advises the Staff that the diagram on page 12 summarizes how funds were transferred among the Company, its subsidiaries, and the VIEs as of March 31, 2022. Meiyizhi WFOE, a wholly owned subsidiary of Free Flow Holding Limited (a direct subsidiary of the Company), entered into a new VIE contractual arrangement with Suzhou Xingyun in April 2022. Therefore, as of March 31, 2022, there had not been any transfer of funds between Free Flow Holding Limited and Suzhou Xingyun. 2 Securities and Exchange Commission November 21, 2022 Page 3 of 3 If you have any questions regarding the Registration Statement, please contact Shuang Zhao by phone at +852-2532-3783 or via e-mail at szhao@cgsh.com, or Yingzhi (Lisa) Tang, the co-chief executive officer of Boqii Holding Limited, by telephone at +180-1851-3366 or via e-mail at lisa@boqii.com. Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP By: /s/ Shuang ZHAO Shuang ZHAO, a Partner cc: Ms. Yingzhi (Lisa) Tang (lisa@boqii.com), Co-Chief Executive Officer, Boqii Holding Limited 3