SecProbe.io

CORRESP
 1
 filename1.htm

 Boqii Holding Limited
 Building 9, No. 388, Shengrong Road, Pudong

 New District, Shanghai 201210, People's Republic
of China

 August 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Cara Wirth and Dietrich King

 RE:
 Boqii Holding Limited

 Amendment No. 5 to Registration Statement on Form F-1, as amended

 Filed on July 21, 2025

 File No. 333- 286239

 Dear Ms. Wirth and Mr. King,

 Pursuant to Rule 461 of the rules and regulations promulgated under
the Securities Act of 1933, as amended, Boqii Holding Limited respectfully requests that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on August 5, 2025, or as soon thereafter
as practicable.

 Please call Michael Blankenship of Winston & Strawn LLP at (713)
651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Boqii Holding Limited

 By:
 /s/ Yingzhi (Lisa) Tang

 Name:
 Yingzhi (Lisa) Tang

 Tite:
 Director, co-Chief Executive Officer and Chief Financial Officer

 cc:
 Michael Blankenship, Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 Boqii Holding Limited
 Building 9, No. 388, Shengrong Road, Pudong

 New District, Shanghai 201210, People's Republic
of China

 July 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Cara Wirth and Dietrich King

 RE:
 Boqii Holding Limited

 Amendment No. 4 to Registration Statement on Form F-1, as amended

 Filed on June 26, 2025

 File No. 333- 286239

 Dear Ms. Wirth and Mr. King,

 Pursuant to the letter dated June 26, 2025 from Boqii Holding Limited
(the "Company"), the Company had requested that the effectiveness of the above-referenced registration statement (the "Registration
Statement") be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on June 30, 2025, or as soon
thereafter as practicable. The Company hereby requests to withdraw its aforementioned request to accelerate the effectiveness of such
Registration Statement.

 Please call Michael Blankenship of Winston & Strawn LLP at (713)
651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Boqii Holding Limited

 By:
 /s/ Yingzhi (Lisa) Tang

 Name:
 Yingzhi (Lisa) Tang

 Tite:
 Director, co-Chief Executive Officer and
 Chief Financial Officer

 cc:
 Michael Blankenship, Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 Boqii Holding Limited
 Building 9, No. 388, Shengrong Road, Pudong

 New District, Shanghai 201210, People's Republic
of China

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Cara Wirth and Dietrich King

 RE:
 Boqii Holding Limited

 Amendment No. 4 to Registration Statement on Form F-1, as amended

 Filed on June 26, 2025

 File No. 333- 286239

 Dear Ms. Wirth and Mr. King,

 Pursuant to Rule 461 of the rules and regulations promulgated under
the Securities Act of 1933, as amended, Boqii Holding Limited respectfully requests that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on June 30, 2025, or as soon thereafter
as practicable.

 Please call Michael Blankenship of Winston & Strawn LLP at (713)
651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Boqii Holding Limited

 By:
 /s/ Yingzhi (Lisa) Tang

 Name:
 Yingzhi (Lisa) Tang

 Tite:
 Director, co-Chief Executive Officer and Chief Financial Officer

 cc:
 Michael Blankenship, Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 June 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE
Washington, D.C. 20549

 Attn:
 Cara Wirth, Dietrich King

 Re: Boqii Holding Limited

 Registration Statement on Form F-1

 Originally Filed on March 31, 2025

 File No. 333-286239

 Ladies and Gentlemen:

 On behalf of our client, Boqii Holding Limited,
a Cayman Islands exempted company (the “ Company ”), we file herewith Amendment No. 3 (“ Amendment No. 3 ”)
to the above-referenced registration statement on Form F-1 originally filed on March 31, 2025 (the “ Registration Statement ”).
Set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the “ Staff ”) with respect to the Registration Statement contained in the Staff’s letter
dated June 12, 2025 (the “ Comment Letter ”).

 For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth
below refer to page numbers in Amendment No. 3.

 Permissions and Approvals Required from
PRC Authorities, page 19

 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.

 Response : In response to the Staff’s
comment, the Company has reincorporated the disclosure on page 19 of the amended registration statement on Form F-1 to disclose that no
relevant PRC laws or regulations currently require the Company to obtain permission from any PRC authorities to issue securities to foreign
investors. The disclosure also clarifies that neither the Company nor its subsidiaries or the VIEs have received any inquiry, notice,
warning, sanction, or regulatory objection from the CSRC, CAC, or any other PRC authorities with jurisdiction over the Company’s
operations in connection with this offering. Additionally, the revised disclosure includes a discussion of the potential consequences
if the Company, its subsidiaries, or the VIEs do not receive or maintain such permissions or approvals, inadvertently determine that such
permissions or approvals are not required, or if future changes in applicable laws, regulations, or interpretations require such permissions
or approvals.

 * * *

 U.S. Securities and Exchange Commission

 June 17, 2025

 Please do not hesitate to contact Michael Blankenship at (713) 651-2678
with any questions or comments regarding this letter.

 Sincerely,

 /s/ Winston & Strawn LLP

 Winston & Strawn LLP

 cc:
 Yingzhi (Lisa) Tang, co-Chief Executive Officer, Boqii Holding Limited

<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>

CORRESP
 1
 filename1.htm

 May 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE
Washington, D.C. 20549

 Attn: Cara Wirth, Dietrich King

 Re: Boqii Holding Limited

 Registration Statement on Form F-1

 Originally Filed on March 31, 2025

 File No. 333-286239

 Ladies and Gentlemen:

 On behalf of our client, Boqii Holding Limited,
a Cayman Islands exempted company (the " Company "), we file herewith Amendment No. 2 (" Amendment No. 2 ")
to the above-referenced registration statement on Form F-1 originally filed on March 31, 2025 (the " Registration Statement ").
Set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the " Staff ") with respect to the Registration Statement contained in the Staff's letter
dated May 27, 2025 (the " Comment Letter ").

 For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth
below refer to page numbers in Amendment No. 2.

 Prospectus Summary, page 19

 We note your amended disclosure in response
to prior comment 7. Please revise to disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain
from Chinese authorities to operate your business.

 Response : In response to the Staff's
comment, the Company has revised the disclosure on page 19 of the amended registration statement on Form F-1 to include a comprehensive
list of the permissions and approvals required by the relevant Chinese authorities for the Company, its subsidiaries, and its variable
interest entities (VIEs) to operate their respective businesses in China. The disclosure also addresses the consequences of failing to
obtain such permissions and confirms that, as of the date of this filing, the Company and its affiliated entities have obtained all material
permissions and approvals required to conduct their current operations in China.

 * * *

 U.S. Securities and Exchange Commission

 May 29, 2025

 Please do not hesitate to contact Michael Blankenship at (713) 651-2678
with any questions or comments regarding this letter.

 Sincerely,

 /s/ Winston & Strawn LLP

 Winston & Strawn LLP

 cc: Yingzhi (Lisa) Tang, co-Chief Executive Officer, Boqii Holding Limited

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 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. 1 to Registration Statement on Form F-1
 Filed May 9, 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 April 25,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-1 Filed May 9, 2025
Prospectus Summary, page 19

1. We note your amended disclosure in response to prior comment 7. Please
revise to
 disclose each permission or approval that you, your subsidiaries, or the
VIEs are
 required to obtain from Chinese authorities to operate your business.
 May 27, 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>

CORRESP
 1
 filename1.htm

 May 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE
Washington, D.C. 20549

 Attn: Cara
 Wirth, Dietrich King
 Re: Boqii
 Holding Limited

 Registration
 Statement on Form F-1

 Filed
 March 31, 2025

 File
 No. 333-286239

 Ladies and Gentlemen:

 On behalf of our client, Boqii Holding Limited,
a Cayman Islands exempted company (the " Company "), we file herewith Amendment No. 1 (" Amendment No. 1 ")
to the above-referenced registration statement on Form F-1 filed on March 31, 2025 (the " Registration Statement ").
Set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the " Staff ") with respect to the Registration Statement contained in the Staff's letter
dated April 25, 2025 (the " Comment Letter ").

 For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth
below refer to page numbers in the Amendment No. 1.

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff's comment.

 U.S. Securities and Exchange Commission

 May 9, 2025

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff's comment.

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff's comment.

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page and pages 21 and 55 of Amendment No. 1 in response to the Staff's
comment.

 2

 U.S. Securities and Exchange Commission

 May 9, 2025

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff's comment.

 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, 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on page 4 of Amendment No. 1 in response to the Staff's comment.

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on pages 4, 19 and 28 of Amendment No. 1 in response to the Staff's comment.

 3

 U.S. Securities and Exchange Commission

 May 9, 2025

 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on the cover page and page 7 of Amendment No. 1 in response to the Staff's
comment.

 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 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on pages 8-16 of Amendment No. 1 in response to the Staff's comment.

 4

 U.S. Securities and Exchange Commission

 May 9, 2025

 Qur 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on page 7 of Amendment No. 1 in response to the Staff's comment.

 Risks Related to our Corporate Structure
and Contractual Agreement, 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.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on pages 28 and 52 of Amendment No. 1 in response to the Staff's comment.

 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 your risk factor on page 66 to identify the individuals that are located in
the PRC or Hong Kong.

 Response : The Company respectfully
advises the Staff that it has revised the disclosure on pages 28, 76 and 82 of Amendment No. 1 in response to the Staff's comment.

 * * *

 5

 U.S. Securities and Exchange Commission

 May 9, 2025

 Please do not hesitate to contact Michael Blankenship at (713) 651-2678
with any questions or comments regarding this letter.

 Sincerely,

 /s/ Winston & Strawn LLP

 Winston & Strawn LLP

 cc: Yingzhi (Lisa) Tang, co-Chief Executive Officer, Boqii Holding
Limited

 6

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 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
 Draft Registration Statement on Form F-1
 Submitted March 7, 2025
 CIK No. 0001815021
Dear Yingzhi (Lisa) Tang:

 Our initial review of your draft registration statement indicates that
it fails in
numerous material respects to comply with the requirements of the Securities
Act of 1933,
the rules and regulations thereunder and the requirements of the form. More
specifically, we
note that the audit report is not properly signed and dated.

 We will provide more detailed comments relating to your draft
registration statement
following our review of a substantive amendment that addresses these
deficiencies.

 Please contact Cara Wirth at 202-551-7127 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ben Smolij
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 6, 2023
Lisa Tang
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
Form 20-F for the Fiscal Year Ended March 31, 2023
File No. 001-39547
Dear Lisa Tang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Li He

CORRESP
1
filename1.htm

CORRESP

 August 31, 2023

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington,
D.C. 20549

 Re:

 Boqii Holding Limited

Form 20-F for the Year Ended March 31, 2023

Filed July 25, 2023

File No. 001-39547

VIA EDGAR

 Dear
Jimmy McNamara and Andrew Mew:

 This letter sets forth the responses of Boqii Holding Limited (the “Company”) to the
comments (the “Comments”) the Company received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated August 29, 2023.

For the Staff’s convenience, we have included herein the Comments in bold, and the Company’s responses are set forth immediately
below the Comments.

 Form 20-F for the Year Ended March 31, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 128

 1.

 We note your statement that you reviewed your register of members and public filings made by your
shareholders, including reports of beneficial ownership on Schedule 13G, and where applicable, the amendments thereto, as well as inquiries to the relevant shareholders by your Company, in connection with your required submission under paragraph
(a) and your disclosure that you have not relied upon any legal opinions or third-party certifications, such as affidavits, as the basis. Please supplementally describe any additional materials that were reviewed. In your response, please
provide a similarly detailed discussion of the additional materials reviewed or relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

Submission under paragraph (a) of Item 16I

In response to the Staff’s comments, the Company respectfully advises the Staff that as disclosed in paragraph (a) of Item 16I in
Exhibit 15.4, based on an examination of the Company’s register of members and public filings made by the Company’s shareholders (the “Public Filings”), including reports of beneficial ownership on Schedule 13G, and where
applicable, the amendments thereto, as well as inquiries to the relevant shareholders by the Company, the Company believes that it has a reasonable basis to establish that except (i) CMB, a principal shareholder of which an aggregate of more
than 35% of its shares is held by several state-owned legal persons in China, and (ii) Raumier Limited, a principal shareholder of which the sole beneficial owner of its shares is Brunei Investment Agency, which is controlled by or affiliated
with the government of Brunei, the Company is not owned or controlled by a foreign governmental entity.

 As provided in Exhibit 15.4, as of March 31, 2023, Merchant Tycoon Limited, CMB,
Apsaras Legend Limited, Raumier Limited and Chong Li’s entities beneficially owned approximately 18.4%, 10.3%, 7.2%, 6.8% and 6.5% of the Company’s total outstanding shares, representing 81.9%, 2.3%, 1.6%, 1.5% and 1.4% of the
Company’s aggregate voting power, respectively. Additionally, based on publicly available information and the Company’s further inquiries to certain shareholders,

 (i)

 none of the co-founders or the former director that in aggregate
holds 100% equity interest in Merchant Tycoon Limited is controlled by or affiliated with any governmental entity in mainland China;

 (ii)

 China Merchants Bank Co., Limited is a company incorporated in Hong Kong and listed on the Hong Kong Stock
Exchange. Based on public disclosure of China Merchants Bank Co., Limited, as of December 31, 2022, an aggregate of more than 35% of its shares were held by a group of state-owned legal persons in China;

 (iii)

 Apsaras Legend Limited is ultimately controlled by an individual named Fengjin Jiang, who is not controlled
by or affiliated with any governmental entity in mainland China;

 (iv)

 The shares in Raumier Limited are owned of record 50% by Premier Circle Limited and 50% by Second Circle
Limited; however, Premier Circle Limited and Second Circle Limited are the record owners of such shares in Raumier Limited solely as nominee and in trust for Brunei Investment Agency, which is the sole beneficial owner of such shares. The Brunei
Investment Agency is controlled by or affiliated with the government of Brunei; and

 (v)

 Chong Li holds 100.0% equity interest in each of Chong Li’s entities, who is not controlled by or
affiliated with any governmental entity in mainland China.

 Based on the above, the Company believes that it is
reasonable to rely on register of members, the Public Filings, other available information, and further inquiries with certain shareholders as to their government ownership to establish the Company’s conclusion as disclosed in its submission
under paragraph (a) of Item 16I in Exhibit 15.4.

 Required disclosures under paragraphs (b)(2) and (3) of Item 16I

With respect to the disclosures required under paragraphs (b)(2) and (3) of Item 16I, the Company respectfully advises the Staff that
except Yoken Holding Limited, a company incorporated in the Cayman Islands, of which 83.63% of the equity interest is held by the Company, and Xingmu International Limited, a company incorporated in the British Virgin Islands, of which 51% of the
equity interest is held by the Company, all the other consolidated subsidiaries of the Company are directly or indirectly wholly owned by the Company (collectively, “Wholly-owned Subsidiaries”). The Company has relied upon the
materials set forth in submission under paragraph (a) of Item 16I discussed above, and did not rely upon additional documentation, to reach its conclusion that none of these Wholly-owned Subsidiaries is owned or controlled by any foreign
government entities.

 With respect to Yoken Holding Limited and Xingmu International Limited, based on an examination of the register of
members of these subsidiaries, none of the remaining equity interest in these subsidiaries are owned by a foreign governmental entity. Therefore, the Company does not consider these two subsidiaries to be owned or controlled by foreign governmental
entities, or that the foreign governmental entities have a controlling financial interest in these two subsidiaries.

 2

 Furthermore, the Company acknowledges that paragraph (b) of Item 16I also requires
disclosures for the variable interest entities (the “VIEs”). In this regard, the Company respectfully submits that, as disclosed in the annual report on Form 20-F for the year ended
March 31, 2023, certain wholly owned subsidiaries of the Company in mainland China have entered into a series of contractual arrangements with the VIEs and their respective shareholders, which enable the Company to exert effective control over,
and is considered the primary beneficiary of, the VIEs and consolidate their operating results in the Company’s financial statements under U.S. GAAP.

Based on publicly available information and the Company’s inquiries to certain relevant shareholders of the VIEs, to the best knowledge
of the Company, the shareholders of the VIEs are individuals not affiliated with any foreign government entities. Therefore, the Company does not consider the VIEs to be owned or controlled by foreign governmental entities, or that the foreign
governmental entities have a controlling financial interest in the VIEs.

 2.

 In order to clarify the scope of your review, please supplementally describe the steps you have taken to
confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your determination.

 In response to the
Staff’s comment, the Company respectfully advises the Staff that in preparation of its required disclosure under paragraph (b)(4) of Item 16I, the Company has reviewed publicly available information and the Company’s internal records and
further conducted inquiries to the members of the board of directors of Boqii Holding Limited and its consolidated operating entities (each a “Director,” collectively “Directors”) to determine whether such Director
is an official of the Chinese Communist Party. The Company has taken into consideration the Directors’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party, to the extent such information is known to
the Company, into its determination in connection with its disclosures under paragraph (b)(4) of Item 16I. The Company did not rely upon third-party certifications such as affidavits as the basis for disclosure. After taking the foregoing steps,
nothing has come to the Company’s attention suggesting that any Director is an official of the Chinese Communist Party or has any memberships or affiliations that could reasonably result in such Director being considered an official of the
Chinese Communist Party.

 Accordingly, the Company re-confirms that to the best of its knowledge,
as of the date of the annual report on Form 20-F for the year ended March 31, 2023, none of the members of board of directors of the Company or any of the Company’s consolidated operating entities
was an official of the Chinese Communist Party.

 *    *    *    *

 3

 If you have further questions or comments regarding, or require further information or
clarification of, any of the responses provided in this letter or if the Commission has any questions with respect to the Company’s annual report on Form 20-F for the year ended March 31, 2023,
please contact the undersigned or Li He (+852-2533-3306) of Davis Polk & Wardwell LLP.

 Sincerely yours,

 Boqii Holding Limited

 By:

 /s/ Yingzhi (Lisa) Tang

 Name: Yingzhi (Lisa) Tang

 Title: Chief Financial Officer

 cc:

 Li He, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
August 29, 2023
Lisa Tang
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
Form 20-F for the Fiscal Year Ended March 31, 2023
File No. 001-39547
Dear Lisa Tang:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 128
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders, including reports of beneficial ownership on Schedule 13G,
and where applicable, the amendments thereto, as well as inquiries to the relevant
shareholders by your Company, in connection with your required submission under
paragraph (a) and your disclosure that you have not relied upon any legal opinions or
third-party certifications, such as affidavits, as the basis.  Please supplementally describe
any additional materials that were reviewed.  In your response, please provide a similarly
detailed discussion of the additional materials reviewed or relied upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or

 FirstName LastNameLisa  Tang
 Comapany NameBoqii Holding Ltd
 August 29, 2023 Page 2
 FirstName LastName
Lisa  Tang
Boqii Holding Ltd
August 29, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored into your
determination.
            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.
            Please contact Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551-3377
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Li He

United States securities and exchange commission logo
March 20, 2023
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
Form 20-F for the Fiscal Year Ended March 31, 2022
Filed July 27, 2022
File No. 1-39547
Dear Lisa Tang:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Davis Polk & Wardwell

 Hong Kong
Solicitors

 The Hong Kong Club Building
3A Chater Road
Hong Kong

davispolk.com

Resident Hong Kong Partners

 Yang Chu **

 James C. Lin *

Gerhard Radtke *
Martin Rogers **

 Miranda So *

 James Wadham **

Xuelin Wang *

 Hong Kong Solicitors

 * Also
Admitted in New York

 ** Also Admitted in England and Wales

 March 16, 2022

Re:
 Boqii Holding Ltd

Form 20-F for the Fiscal Year Ended March 31, 2022

Filed July 27, 2022

 File No. 1-39547

 Confidential

Mr. Tony Watson

 Mr. Adam Phippen

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Dear Mr. Tony Watson and
Mr. Adam Phippen:

 On behalf of Boqii Holding Limited (the “Company”), we are responding to the comment from the staff (the
“Staff”) of the Securities and Exchange Commission contained in its letter dated February 13, 2023, relating to the Company’s Form 20-F for the fiscal year ended March 31, 2022
filed on July 27, 2022 (the “Form 20-F”). The Staff’s comment is repeated below in bold, followed by the Company’s response to such comment.

*         *         *
        *

 Form 20-F for the Fiscal Year Ended March 31, 2022

 Item 19. Exhibits

 Exhibits 12.1 and 12.2,
page 145

1.
 Please include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting as the transition period that allows these omissions is over. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.

 In response to the Staff’s comment, Company has filed an amendment to the Form
20-F which includes the revised officers’ certifications. This amendment includes only the cover page, explanatory note, signature page and the revised officers’ certifications. Because no financial
statements are included with this amendment, paragraph 3 of the Section 302 certifications has been omitted.

 *
        *         *         *

 If you have any questions regarding this letter, please contact Li He at +852 2533-3306
(li.he@davispolk.com) or Kevin Zhang at +852 2533-3384 (kevin.zhang@davispolk.com). Thank you again for your time and attention.

Yours sincerely,

 /s/ Li He

Li He

cc:
 Ms. Yingzhi (Lisa) Tang (lisa@boqii.com), Co-Chief
Executive Officer, Chief Financial Officer and Director

 Boqii Holding Limited

 2

United States securities and exchange commission logo
February 13, 2023
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
Form 20-F for the Fiscal Year Ended March 31, 2022
Filed July 27, 2022
File No. 1-39547
Dear Lisa Tang:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2022
Item 19. Exhibits
Exhibits 12.1 and 12.2, page 145
1.Please include paragraph 4(b) and the introductory language in paragraph 4 referring to
internal control over financial reporting as the transition period that allows these
omissions is over.   Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of
Regulation S-K.
            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.

 FirstName LastNameLisa Tang
 Comapany NameBoqii Holding Ltd
 February 13, 2023 Page 2
 FirstName LastName
Lisa Tang
Boqii Holding Ltd
February 13, 2023
Page 2

            You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Boqii Holding Limited

November 22, 2022

 VIA EDGAR

 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 (CIK No. 0001815021)

Registration Statement on Form F-3 (File No: 333-267919)

 Dear Ms. Pandit and Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Boqii Holding Limited (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Form F-3”) be accelerated to,
and that the Registration Statement become effective at 4:00 p.m., Eastern Time on November 23, 2022 or as soon thereafter as practicable. In this regard, the Company is aware of its obligations under the Securities Act as they relate to the
proposed public offering of securities pursuant to the Form F-3.

 Thank you for your assistance in
this matter.

Very truly yours,

Boqii Holding Limited

By:

 /s/ Yingzhi (Lisa) Tang

Name:

Yingzhi (Lisa) Tang

Title:

Director, co-Chief Executive Officer and Chief Financial Officer

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

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.

 FirstName LastNameLisa Tang
 Comapany NameBoqii Holding Ltd
 November 17, 2022 Page 2
 FirstName LastName
Lisa Tang
Boqii Holding Ltd
November 17, 2022
Page 2
            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

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 15,
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 the Registration Statement on Form F-3 Filed on
October 18, 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 October 31, 2022 regarding the Company’s Registration Statement on Form
F-3 filed with the SEC on October 18, 2022 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing an amendment No. 1 to the Registration
Statement on Form F-3 (the “Revised Registration Statement”) and certain exhibits via EDGAR to the SEC for review in accordance with the procedures of the SEC.

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.

 1

 Securities and Exchange Commission

November 15, 2022

  Page
 2
 of 7

 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.

 *  *  *  *

 2

 Securities and Exchange Commission

November 15, 2022

  Page
 3
 of 7

 Cover page

1.
 Please disclose how regulatory actions related to data security or anti-monopoly concerns in Hong Kong have
or may impact your ability to conduct your business, accept foreign investment or list on a U.S. or foreign exchange.

The Company respectfully advises the Staff that it does not have material operations in Hong Kong. For example, revenue contribution from Hong
Kong accounted for less than 3.6% of the Company’s revenue for the fiscal year ended March 31, 2022 and the Company does not have any material assets or licenses in Hong Kong. Furthermore, Hong Kong is neither the Company’s growth
driver nor future strategic focus, and the Company does not expect to have material operations in Hong Kong in the foreseeable future.

 In
light of the foregoing, the Company respectfully submits that the regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not impact its ability to conduct its business, accept foreign investment or list on a U.S. or
foreign exchange.

2.
 Please revise the cover page to state that you have been included on the conclusive list of issuers
identified under the HFCAA on our website, and acknowledge the ramifications of such identification, including volatility in the trading price of your listed securities.

The Company has revised the disclosure on the cover page of the Revised Registration Statement in response to the Staff’s comment.

3.
 Please update your disclosure wherever you discuss the HFCAA to reflect that the Statement of Protocol
allows the PCAOB to inspect and investigate completely registered public accounting firms headquartered in both China and Hong Kong.

The Company has revised the disclosure on the cover page, pages 28, 44, 45 of the Revised Registration Statement in response to the
Staff’s comment.

4.
 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.

 The Company has revised the disclosure on the cover page and page 11 of the Revised Registration Statement
in response to the Staff’s comment.

5.
 In the sixth paragraph, please disclose that investors may never hold equity interests in the Chinese
operating companies.

 The Company has revised the disclosure on the cover page of the Revised Registration Statement
in response to the Staff’s comment.

 3

 Securities and Exchange Commission

November 15, 2022

  Page
 4
 of 7

 About this Prospectus, page 1

6.
 We note your definition of “China” and “PRC” on page 1 of the prospectus differs from
the definition you use in your annual report on From 20-F for the fiscal year ended March 31, 2022, which you incorporate by reference into the prospectus. We further note that your regulatory disclosure is
incorporated by reference from the “Regulations” section beginning on page 78 of the annual report. Please add disclosure to the prospectus to clarify, if true, that the legal and operational risks associated with operating in China also
apply to operations in Hong Kong. In addition, please disclose applicable laws and regulations in Hong Kong in order to provide a comprehensive jurisdictional picture of the regulatory environment.

In response to the Staff’s comments, the Company has revised the definition of “China” and “PRC” on page 1 of the
prospectus to clarify that “China” or “the PRC” refers to the People’s Republic of China, including Hong Kong and Macau and, only for the purpose of this prospectus, excluding Taiwan; the only instances in which
“China” or “the PRC” do not include Hong Kong or Macau are when used in the case of laws and regulations, including, among others, tax matters, adopted by the People’s Republic of China; the legal and operational risks
associated with operating in China also apply to our operations in Hong Kong.

 The Company respectfully submits that as mentioned in
the response to comment 1, it does not have material operations in Hong Kong and the application of Hong Kong laws therefore does not have a material impact on the Company.

Prospectus Summary

 Holding Company
Structure and Contractual Agreements with the VIEs, page 6

7.
 Please revise the diagram of the company’s corporate structure. The diagram should not use solid lines
to denote relationships with the VIE; instead, with respect to relationships with the VIE, it should use dashed lines without arrows.

The Company has revised the diagram on pages 8 and 12 of the Revised Registration Statement in response to the Staff’s comment.

Permits and Permission Required from the PRC Authorities for Our Operations, page 24

8.
 We note that you do not appear to have relied upon an opinion of counsel with respect to your conclusion
that you do not need any additional permissions and approvals to operate your business. If true, state as much and explain why such an opinion was not obtained.

The Company respectfully advises the Staff that it has relied upon the opinion of its PRC counsel, Commerce & Finance Law Offices,
with respect to such conclusion. The Company has revised page 25 of the Revised Registration Statement and filed a PRC legal opinion as Exhibit 8.1 in response to the Staff’s comment.

 4

 Securities and Exchange Commission

November 15, 2022

  Page
 5
 of 7

9.
 The disclosure here should not be qualified by materiality. Please make appropriate revisions to your
disclosure.

 The Company has revised page 25 of the Revised Registration Statement in response to the Staff’s
comment.

 Potential CSRC Approval Required for the Listing of our Securities, page 26

10.
 Please disclose the name of the legal counsel you reference in the first full paragraph on page 27 and add
as an exhibit to the registration statement counsel’s consent to being so named.

 The Company has revised page
27 of the Revised Registration Statement in response to the Staff’s comment and filed an updated Exhibit 23.4 (included in Exhibit 8.1) with counsel’s consent to being so named.

Summary of Significant Risk Factors, page 28

11.
 Please revise your Summary of Significant Risk Factors to include risks related to Hong Kong and make
conforming disclosures accordingly.

 The Company has revised pages 33, 47, and 48 of the Revised Registration
Statement in response to the Staff’s comment.

12.
 In your summary of risk factors, disclose the risks that your corporate structure and being based in or
having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, 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.

 The Company has revised pages 28-33 of the Revised Registration Statement in
response to the Staff’s comment.

13.
 Please revise your Summary of Significant Risk Factors to ensure that each risk factor has a cross-reference
to the relevant individual detailed risk factor.

 In response to the Staff’s comment, the Company has included
relevant cross-references on page 29-33 of the Revised Registration Statement.

 5

 Securities and Exchange Commission

November 15, 2022

  Page
 6
 of 7

 Risks Related to Hong Kong, page 44

14.
 Please discuss China’s Enterprise Income Tax Law and disclose any material risks and consequences. Make
conforming disclosures in your Summary of Significant Risk Factors accordingly.

 The Company has revised pages 33, 47
and 48 of the Revised Registration Statement in response to the Staff’s comment.

15.
 Please discuss whether there are laws or regulations in Hong Kong that result in oversight over data
security and disclose how oversight impacts the company’s business and the

 offering and to what extent you
believe that you are compliant with such regulations. Make conforming disclosures in your Summary of Significant Risk Factors accordingly.

The Company respectfully submits that as mentioned in the response to comment 1, it does not have material operations in Hong Kong and that the
application of Hong Kong laws, including those that may result in oversight over data security, therefore, does not have a material impact on the Company or the offering.

 6

 Securities and Exchange Commission

November 15, 2022

  Page
 7
 of 7

 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

 7

United States securities and exchange commission logo
October 31, 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
Registration Statement on Form F-3
Filed October 18, 2022
File No. 333-267919
Dear Lisa Tang:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 Filed October 18, 2022
Cover Page
1.Please disclose how regulatory actions related to data security or anti-monopoly concerns
in Hong Kong have or may impact your ability to conduct your business, accept foreign
investment or list on a U.S. or foreign exchange.
2.Please revise the cover page to state that you have been included on the conclusive list of
issuers identified under the HFCAA on our website, and acknowledge the ramifications of
such identification, including volatility in the trading price of your listed securities.

 FirstName LastNameLisa Tang
 Comapany NameBoqii Holding Ltd
 October 31, 2022 Page 2
 FirstName LastName
Lisa Tang
Boqii Holding Ltd
October 31, 2022
Page 2
3.Please update your disclosure wherever you discuss the HFCAA to reflect that the
Statement of Protocol allows the PCAOB to inspect and investigate completely registered
public accounting firms headquartered in both China and Hong Kong.
4.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.
5.In the sixth paragraph, please disclose that investors may never hold equity interests in the
Chinese operating companies.
About this Prospectus, page 1
6.We note your definition of "China" and "PRC" on page 1 of the prospectus differs from
the definition you use in your annual report on From 20-F for the fiscal year ended March
31, 2022, which you incorporate by reference into the prospectus. We further note that
your regulatory disclosure is incorporated by reference from the "Regulations" section
beginning on page 78 of the annual report. Please add disclosure to the prospectus to
clarify, if true, that the legal and operational risks associated with operating in China also
apply to operations in Hong Kong. In addition, please disclose applicable laws and
regulations in Hong Kong in order to provide a comprehensive jurisdictional picture of the
regulatory environment.
Prospectus Summary
Holding Company Structure and Contractual Agreements with the VEIs, page 6
7.Please revise the diagram of the company’s corporate structure. The diagram should not
use solid lines to denote relationships with the VIE; instead, with respect to relationships
with the VIE, it should use dashed lines without arrows.
Permits and Permission Required from the PRC Authorities for Our Operations, page 24
8.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusion that you do not need any additional permissions and approvals to operate
your business. If true, state as much and explain why such an opinion was not obtained.
9.The disclosure here should not be qualified by materiality. Please make appropriate
revisions to your disclosure.

 FirstName LastNameLisa Tang
 Comapany NameBoqii Holding Ltd
 October 31, 2022 Page 3
 FirstName LastName
Lisa Tang
Boqii Holding Ltd
October 31, 2022
Page 3
Potential CSRC Approval Required for the Listing of our Securities, page 26
10.Please disclose the name of the legal counsel you reference in the first full paragraph on
page 27 and add as an exhibit to the registration statement counsel's consent to being so
named.
Summary of Significant Risk Factors, page 28
11.Please revise your Summary of Significant Risk Factors to include risks related to Hong
Kong and make conforming disclosures accordingly.
12.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, 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.
13.Please revise your Summary of Significant Risk Factors to ensure that each risk factor has
a cross-reference to the relevant individual detailed risk factor.
Risks Related to Hong Kong, page 44
14.Please discuss China’s Enterprise Income Tax Law and disclose any material risks and
consequences. Make conforming disclosures in your Summary of Significant Risk Factors
accordingly.
15.Please discuss whether there are laws or regulations in Hong Kong that result in oversight
over data security and disclose how oversight impacts the company’s business and the
offering and to what extent you believe that you are compliant with such regulations.
Make conforming disclosures in your Summary of Significant Risk Factors accordingly.

 FirstName LastNameLisa Tang
 Comapany NameBoqii Holding Ltd
 October 31, 2022 Page 4
 FirstName LastName
Lisa Tang
Boqii Holding Ltd
October 31, 2022
Page 4
            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 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

CORRESP
1
filename1.htm

Underwriter's Acceleration Request

 ROTH CAPITAL PARTNERS, LLC

888 San Clemente Drive Suite 400

 Newport Beach, California 92660

 United States of America

 As representative
of the underwriters

 VIA EDGAR

September 28, 2020

Mr. Blaise Rhodes

Mr. Rufus Decker

Ms. Cara Wirth

Ms. Erin Jaskot

 Office of
Telecommunications

 Division of Corporation Finance

Securities and Exchange

Commission 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Boqii Holding Limited (the “Company”)

 Registration Statement on Form F-1, as amended (Registration No. 333-248641)

 Registration Statement on Form 8-A (Registration No. 001-39547)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00
p.m., Eastern Standard Time on September 29, 2020, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between September 23, 2020 and the date hereof, copies of the Company’s preliminary prospectus dated September 22, 2020 were
distributed as follows:

 More than 1,300 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

ROTH CAPITAL PARTNERS, LLC

 As representative of the
underwriters

 ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron M. Gurewitz

Name:

Aaron M. Gurewitz

Title:

Head of Equity Capital Markets

 [Signature page to Acceleration Request]

CORRESP
1
filename1.htm

Issuer Acceleration Request

 September 28, 2020

VIA EDGAR

 Mr. Blaise Rhodes

Mr. Rufus Decker

 Ms. Cara Wirth

Ms. Erin Jaskot

 Office of Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Boqii Holding Ltd. (CIK: 0001815021)

Registration Statement on Form F-1, as amended (File
No. 333-248641)

 Registration Statement on Form 8-A
(File No. 001-39547)

 Dear Mr. Rhodes, Mr. Decker, Ms. Wirth and Ms. Jaskot:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Boqii Holding Ltd. (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Form F-1
Registration Statement”) be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Standard Time, on September 29, 2020, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, Davis Polk & Wardwell LLP.

 The Company understands that the representative of the underwriters of the offering, has
joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

 The Company hereby acknowledges the following:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page
follows]

Very truly yours,

Boqii Holding Ltd.

By:

 /s/ Yingzhi(Lisa) Tang

Name:

Yingzhi(Lisa) Tang

Title:

Director, co-Chief Executive Officer and Chief Financial Officer

CORRESP
1
filename1.htm

CORRESPONDENCE

New York
Northern California
Washington DC
São Paulo
London

Paris
Madrid
Hong Kong
Beijing
Tokyo

Davis Polk & Wardwell

852 2533 3300 tel

Resident Hong Kong Partners

 Hong Kong Solicitors

 The Hong Kong Club
Building

 3A Chater Road

 Hong Kong

 www.davispolk.com

 Karen Chan †

Yang Chu †

 James C. Lin*

Gerhard Radtke*

 Martin Rogers †

Patrick S. Sinclair*

 Miranda So*

James Wadham†

Hong Kong Solicitors
* Also Admitted in New York
† Also Admitted in England and Wales

 September 28, 2020

Re:
 Boqii Holding Limited (CIK: 0001815021)

 Responses to the Staff’s Comments on the Amendment No. 1 to the Registration Statement on

 Form F-1 Filed on September 22, 2020

Confidential

 Mr. Blaise Rhodes

Mr. Rufus Decker

 Ms. Cara Wirth

Ms. Erin Jaskot

 Office of Trade & Services

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Dear Mr. Rhodes, Mr. Decker, Ms. Wirth and Ms. Jaskot:

 On
behalf of Boqii Holding Limited (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 25, 2020 on the Company’s amendment no. 1 to the registration statement on Form F-1 filed on September 22, 2020 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment no. 3 to the Registration Statement.

The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if
the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s responses to such comments.

The Company currently plans to request that the Staff declare the effectiveness of the Registration Statement on September 29, 2020. The Company would
greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

 *     *
    *     *

 September 28, 2020

 Capitalization, page 73

1.
 Please tell us and disclose the nature and terms of the adjustments to other debts, noncurrent 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.

 The Company respectfully advises the Staff that the adjustments as shown in the pro forma as adjusted column are
related to the exercise of a warrant to purchase the Company’s series C+ convertible redeemable preferred shares.

 On January 26,
2016, the Company issued a warrant to purchase up to 6,734,459 series C+ convertible redeemable preferred shares to an investor at an exercise price up to US$46.2 million (the “CMB Warrant”). This CMB Warrant was issued in connection
with an investment of RMB303.2 million (equivalent to US$46.2 million) made by the investor (the “CMB Investment”) to one of the Company’s PRC consolidated VIEs, Guangcheng (Shanghai) Information Technology Co., Ltd.
(“Guangcheng”). On August 19, 2020, the CMB Warrant was exercised by the investor and the Company issued 6,734,459 series C+ convertible redeemable preferred shares to the investor. As of the date of the prospectus, the exercise price
of CMB Warrant has not been settled yet. As a result, per ASC 310-10-S99-2, a receivable balance of US$42.9 million representing
the present value for the unsettled balance was recorded and presented as a contra-equity balance on a pro forma as adjusted basis.

 In
addition, pursuant to the settlement agreement between the Company and the investor, upon exercise of the CMB Warrant, the receivable for issuance of series C+ convertible redeemable preferred shares will be settled by the investor upon the
investor’s receipt of the repayment of an amount equal to the CMB Investment from the Company, after March 31, 2022. Therefore, the adjustment to other debts, non-current on a pro forma as adjusted
basis represents the present value of long-term payable of the Company with amount of RMB303.2 million (equivalent to US$42.9 million, being the present value of US$46.2 million) due to the investor in connection with the exercise of the
CMB Warrant.

 Since the CMB Warrant was exercised on August 19, 2020, which was subsequent to June 30, 2020 and the pro forma
column assumes the automatic conversion and re-designation of the relevant classes of shares as if this offering had occurred as of June 30, 2020, the Company did not include these adjustments in the pro
forma column. The Company has revised the disclosure to include the nature and terms of the adjustments to other debts, non-current and receivable for issuance of ordinary shares on pages 74, 75, 76 and 77 of
the Registration Statement.

 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.

The Company respectfully provides the following calculation for amounts per ordinary share and per ADS of pro forma net tangible book
value before and after this offering, as well as calculation for dilution in net tangible book value to new investors. The Company has deducted non-controlling interest in calculating the below net tangible
book value.

Calculation for amount per ordinary share for pro forma

As of June 30,
2020

US$’000

 Net assets

29,699

 Less:

 Intangible assets

4,605

 Software

220

 Goodwill arising from business acquisition

5,688

 Right-of-use assets and lease liabilities relating to operating lease

239

 Deferred/(accrued) initial public offering related costs

620

 Non-controlling interests

6,231

 Pro forma net tangible book value (a)

12,096

 Number of ordinary shares

22,238,454

 Adjustment for conversion of the convertible redeemable preferred shares

33,692,787

 Pro forma number of ordinary shares before the offering (b)

55,931,241

 Pro forma net tangible book value per ordinary shares (c=a/b)

US$
0.22

 Pro forma net tangible book value per ADS (d=c*0.75)

US$
0.17

 2

 September 28, 2020

Calculation for amount per ordinary share for pro forma as adjusted

As of June 30,
2020

US$’000

 Pro forma net tangible book value

12,096

 Impact of exercise of CMB warrant*

(42,919
)

 Pro forma as adjusted net tangible book value before the offering

(30,823
)

 Impact of this offering

66,045

 Pro forma as adjusted net tangible book value after the offering (a)

35,222

 Pro forma number of ordinary shares

55,931,241

 Impact of exercise of CMB Warrant in August 2020 **

6,883,520

 Pro forma as adjusted number of ordinary shares before the offering

62,814,761

 Impact of this offering

5,250,000

 Pro forma as adjusted number of ordinary shares after the offering (b)

68,064,761

 Pro forma as adjusted net tangible book value per ordinary shares after the offering
(c=a/b)

US$
0.52

 Pro forma as adjusted net tangible book value per ADS after the offering (d=c*0.75)

US$
0.39

*
 This amount represents the present value of US$46.2 million long-term payables due to investor in
connection with the exercise of CMB Warrant.

**
 In connection with the exercise of CMB Warrant, the Company issued 6,734,459 series C+ convertible redeemable
preferred shares, which were converted and re-designated into 6,883,520 Class A ordinary shares on a pro forma as adjusted basis.

Per Ordinary
Share

Per ADS

 Assumed initial public offering price

US$
14.67

US$
11.00

 Less: Pro forma as adjusted net tangible book value after the offering

US$
0.52

US$
0.39

 Dilution in net tangible book value to new investors

US$
14.15

US$
10.61

 The Company has revised the disclosure on pages 78 and 79 of the Registration Statement.

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.

The Company respectfully submits that it has revised the disclosure on pages 78 and 79 of the Registration Statement to deduct the mezzanine
equity and non-controlling interests in calculating the net tangible deficit, and to deduct the non-controlling interests in calculating the pro forma net tangible book
value.

 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.

The Company respectfully submits that it has replaced statement on page 214 stating that dividends “may be” taxable at a favorable
rate with a statement that clearly states a firm opinion. The Company respectfully advises the Staff that the statement on page 214 that “it is expected” that distributions will be reported to U.S. Holders as dividends is drafted in this
fashion because it describes how brokers and other financial intermediaries will report the distributions to their clients and the Company has no control over such intermediary payors. To address the Staff’s comment, the Company has added
language to clarify that the sentence addresses reporting by financial intermediaries. In addition, the statement on page 215 that “gains on the sale of ADSs or Class A ordinary shares ‘may be’ subject to PRC taxes” is not a
U.S. tax statement. Rather, it merely refers to the PRC taxation section (which addresses the risk that under PRC law it is not entirely clear whether gains could become subject to PRC tax). The Company respectfully advises the Staff that it has
added a clarification on page 215 of the Registration Statement to explain that the Company’s counsel does not express an

 3

 September 28, 2020

opinion on the Company’s PFIC status because the Company’s PFIC status for each year will depend on facts that will not be known until after the end of such year. The Company
respectfully advises the Staff that the tax disclosure addresses the U.S. federal income tax consequences that in the Company counsel’s opinion are material to U.S. Holders and, other than with respect to the Company’s PFIC status, the tax
section and tax opinion express a firm opinion regarding all such material tax consequences.

 *     *
    *     *

 If you have any questions regarding this submission, please contact Li He at +852 2533-3306
(li.he@davispolk.com) or Kevin Zhang at +852 2533-3384 (kevin.zhang@davispolk.com).

 Thank you again for your time and attention.

Yours sincerely,

 /s/ Li He

Li He

cc:

 Ms. Yingzhi (Lisa) Tang (lisa@boqii.com), Co-Chief Executive Officer

Ms. Ying (Christina) Zhang (christina@boqii.com), principal accounting officer
Boqii Holding Limited

 Ms. Shuang Zhao, Esq., Partner

Cleary Gottlieb Steen & Hamilton LLP

Mr. Jack Li, Partner
PricewaterhouseCoopers Zhong Tian LLP

 4

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.

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 September 25, 2020 Page 2
 FirstName LastName
Yinghzi (Lisa) Tang
Boqii Holding Ltd
September 25, 2020
Page 2
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.

CORRESP
1
filename1.htm

CORRESP

        New York
        Northern California
        Washington DC

        São Paulo
        London

Paris
Madrid
Hong Kong
Beijing
Tokyo

Resident Hong Kong Partners

 Davis Polk & Wardwell
Hong Kong Solicitors

The Hong Kong Club Building
3A Chater Road
Hong Kong

 852 2533 3300 tel

www.davispolk.com

 Karen Chan †

 Yang Chu †

James C. Lin*

 Gerhard Radtke*

 Martin Rogers †

 Patrick S. Sinclair*

Miranda So*

 James Wadham†

Hong Kong Solicitors
* Also Admitted in New York
† Also Admitted in England and Wales

 September 22, 2020

Re:
 Boqii Holding Limited (CIK: 0001815021)

Responses to the Staff’s Comments on the Registration Statement on Form F-1 Filed on
September 8, 2020

 Confidential

Mr. Blaise Rhodes

 Mr. Rufus Decker

Ms. Cara Wirth

 Ms. Erin Jaskot

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Dear Mr. Rhodes, Mr. Decker,
Ms. Wirth and Ms. Jaskot:

 On behalf of Boqii Holding Limited (the “Company”), an exempted company incorporated under the laws of the
Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated September 21, 2020 on the Company’s draft registration statement on Form F-1 filed on September 8, 2020 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is filing its amendment no. 1 to the Registration Statement and certain exhibits via EDGAR with the Commission.

The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if
the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s responses to such comments.

 September 22, 2020

To facilitate the Staff’s review, we have separately delivered to the Staff four courtesy copies of the Registration Statement, marked to show changes to
the Draft Registration Statement, and four copies of the submitted exhibits.

 The Company currently plans to request that the Staff declare the
effectiveness of the Registration Statement on or about September 28, 2020. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

*     *     *     *

Risk Factors, page 60

1.
 We note your risk factors that discuss your dual-class ordinary shares. Please revise to disclose that
future issuances of Class B ordinary shares may be dilutive to the voting power of Class A ordinary shareholders. Please also disclose the impact of the conversion of Class B ordinary shares on holders of Class A ordinary shares,
including dilution and the reduction in aggregate voting power, as well as the potential increase in the relative voting power if one of the Class B holders retains their shares. Please include similar disclosure under “Description of
Share Capital.”

 In response to the Staff’s comment, the Company has revised the disclosure on pages 61,
62, 188 and 189 of the Registration Statement.

 Market Competition Landscapes, page 121

2.
 We note your three-part response to our prior comment 3. Please revise your registration statement to
include disclosure that is similar to your part two and three responses to our comment, including whether the calculation of GMV differs for those companies that are generic platforms versus pet-focused
platforms and how you determined the specific GMV for pet products for the generic retailers.

 In response to the
Staff’s comment, the Company has revised the disclosure on pages 125 and 126 of the Registration Statement.

 Description of Share Capital, page
185

3.
 Please explain how, with your dual-class structure with different voting rights, you will determine whether
more than 50 percent of your outstanding voting securities are owned of record by U.S. residents for purposes of satisfying the foreign private issuer definition. Please refer to Securities Act Rule 405, Exchange Act Rule 3b-4, and Securities Act Rules Compliance and Disclosure Interpretation 203.17.

The Company respectfully advises the Staff that it is expected that, immediately following the completion of the offering, none of the direct
and indirect beneficial holders of its Class B ordinary shares will be a U.S. resident. Pursuant to Securities Act Rule 405, Exchange Act Rule 3b-4 and Securities Act Rules Compliance and Disclosure
Interpretation 203.17, when making the determination of whether more than 50 percent of its outstanding voting securities are owned of record by U.S. residents for purposes of satisfying the foreign private issuer definition, the Company plans
to consistently apply the calculation method that is based on the total voting power of both classes of ordinary shares on a combined basis. The Company expects that, immediately following the completion of this offering, it will qualify as a
foreign private issuer under such a method.

 2

 September 22, 2020

4.
 Please disclose the percentage of outstanding shares that Class B ordinary shareholders must keep to
continue to control the outcome of matters submitted to shareholders for approval.

 In response to the Staff’s
comment, the Company has revised the disclosure on pages 61 and 62 of the Registration Statement.

 Taxation, page 208

5.
 We note your disclosure that this section is the opinion of Davis Polk & Wardwell LLP as to the
U.S. tax consequences of this transaction. Please file either a short-form or long form opinion of counsel as an exhibit to the registration statement. Please also revise the disclosure to express a conclusion for each material federal tax
consequence, and remove statements stating that these are the tax consequences “in general” or that certain tax consequences will “generally” apply, or that this section is a “discussion.” Refer to Item 601 of
Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.

 In
response to the Staff’s comments, the Company filed a draft short-form U.S. tax opinion as an exhibit to the registration statement (which will be dated no later than the pricing date). Further, in response to the Staff’s comments, the
Company revised the U.S. tax disclosure starting on page 212 of the Registration Statement to remove statements stating that tax consequences “generally” or “in general” apply or that the tax section is a “discussion.”
The Company respectfully advises the Staff that the U.S. tax section had already expressed legal conclusions with respect to each material tax statement, except that the U.S. tax section did not provide complete assurance on the Company’s
passive foreign investment company (“PFIC”) status, consistent with other offerings by non-US issuers. To address the Staff’s comment, the Company added a clarification on page 214 of the Registration Statement to explain that because
the Company’s PFIC status for each year will depend on facts that will not be known until after the end of such year, the Company’s counsel does not express an opinion on the Company’s PFIC status. The Company respectfully advises the
Staff that similar statements were acceptable to the Staff on other deals.

6.
 Please revise this section of the registration statement to state that the disclosure relating to Cayman
Islands Taxation is the opinion of Maples and Calder (Hong Kong) LLP and the disclosure relating to the People’s Republic of China Taxation is the opinion of Commerce & Finance Law Offices. Please also revise to present a conclusion
for each material tax consequence in the disclosure.

 The Company respectfully advises the Staff that the first
paragraph under the heading “Taxation” on page 211 of the Registration Statement already expressly states that the disclosure relating to Cayman Islands taxation represents the opinion of Maples and Calder (Hong Kong) LLP, the
Company’s Cayman Islands counsel, and that the disclosure relating to the PRC taxation represents the opinion of Commerce & Finance Law Offices, the Company’s PRC counsel. The Company respectfully advises the Staff that the Cayman
Islands and PRC tax sections already express conclusions for each material tax consequences.

*    *     *     *

 3

 September 22, 2020

If you have any questions regarding this submission, please contact Li He at +852 2533-3306 (li.he@davispolk.com) or Kevin Zhang at +852 2533-3384
(kevin.zhang@davispolk.com).

 Thank you again for your time and attention.

Yours sincerely,

 /s/ Li He

Li He

cc:

 Ms. Yingzhi (Lisa) Tang (lisa@boqii.com), Co-Chief Executive Officer

Ms. Ying (Christina) Zhang (christina@boqii.com), principal accounting officer

Boqii Holding Limited

 Ms. Shuang Zhao, Esq., Partner

Cleary Gottlieb Steen & Hamilton LLP

Mr. Jack Li, Partner
PricewaterhouseCoopers Zhong Tian LLP

 4

United States securities and exchange commission logo
September 21, 2020
Yinghzi (Lisa) Tang
Director, Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Floor 6, Building 1, No. 399
Shengxia Road, Pudong New District
Shanghai 201203
People's Republic of China
Re:Boqii Holding Ltd
Registration Statement on Form F-1
Filed September 8, 2020
File No. 333-248641
Dear Ms. Tang:
            We have reviewed your 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.
Registration Statement on Form F-1 filed September 8, 2020
Risk Factors, page 60
1.We note your risk factors that discuss your dual-class ordinary shares. Please revise
to disclose that future issuances of Class B ordinary shares may be dilutive to the voting
power of Class A ordinary shareholders.  Please also disclose the impact of the conversion
of Class B ordinary shares on holders of Class A ordinary shares, including dilution and
the reduction in aggregate voting power, as well as the potential increase in the relative
voting power if one of the Class B holders retains their shares.  Please include similar
disclosure under "Description of Share Capital."

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 September 21, 2020 Page 2
 FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
September 21, 2020
Page 2

Market Competition Landscapes, page 121
2.We note your three-part response to our prior comment 3.  Please revise your registration
statement to include disclosure that is similar to your part two and three responses to our
comment, including whether the calculation of GMV differs for those companies that are
generic platforms versus pet-focused platforms and how you determined the specific
GMV for pet products for the generic retailers.
Description of Share Capital, page 185
3.Please explain how, with your dual-class structure with different voting rights, you will
determine whether more than 50 percent of your outstanding voting securities are owned
of record by U.S. residents for purposes of satisfying the foreign private issuer definition.
Please refer to Securities Act Rule 405, Exchange Act Rule 3b-4, and Securities Act Rules
Compliance and Disclosure Interpretation 203.17.
4.Please disclose the percentage of outstanding shares that Class B ordinary shareholders
must keep to continue to control the outcome of matters submitted to shareholders for
approval.
Taxation, page 208
5.We note your disclosure that this section is the opinion of Davis Polk & Wardwell LLP as
to the U.S. tax consequences of this transaction.  Please file either a short-form or long-
form opinion of counsel as an exhibit to the registration statement. Please also revise the
disclosure to express a conclusion for each material federal tax consequence, and remove
statements stating that these are the tax consequences "in general" or that certain tax
consequences will "generally" apply, or that this section is a "discussion."  Refer to Item
601 of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.
6.Please revise this section of the registration statement to state that the disclosure relating
to Cayman Islands Taxation is the opinion of Maples and Calder (Hong Kong) LLP and
the disclosure relating to the People’s Republic of China Taxation is the opinion of
Commerce & Finance Law Offices.  Please also revise to present a conclusion for each
material tax consequence in the disclosure.
            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.

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 September 21, 2020 Page 3
 FirstName LastName
Yinghzi (Lisa) Tang
Boqii Holding Ltd
September 21, 2020
Page 3
            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) 551-7127or Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Li He

CORRESP
1
filename1.htm

SEC Letter

New York
Northern California
Washington DC
São Paulo
London

Paris
Madrid
Hong Kong
Beijing
Tokyo

 Davis Polk & Wardwell
Hong Kong Solicitors

The Hong Kong Club Building
3A Chater Road
Hong Kong

 852 2533 3300 tel

 www.davispolk.com

 Resident Hong Kong Partners

Karen Chan †              Martin Rogers †

Yang Chu †                 Patrick S. Sinclair*

James C. Lin*             Miranda So*

Gerhard Radtke*         James Wadham†

 Hong Kong Solicitors

* Also Admitted in New York
† Also Admitted in England and Wales

 September 8, 2020

Re:
 Boqii Holding Limited (CIK: 0001815021)

 Responses to the Staff’s Comments on the Draft Registration Statement on Form F-1 Confidentially Submitted on August 13, 2020

 Confidential

Mr. Blaise Rhodes

 Mr. Rufus Decker

Ms. Cara Wirth

 Ms. Erin Jaskot

Office of Trade & Services

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Dear Mr. Rhodes, Mr. Decker,
Ms. Wirth and Ms. Jaskot:

 On behalf of Boqii Holding Limited (the “Company”), an exempted company incorporated under the laws of the
Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated August 20, 2020 on the Company’s draft registration statement on Form F-1 confidentially submitted on August 13, 2020 (the “Draft Registration
Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via
EDGAR with the Commission.

 The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments,
by providing an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s responses to such
comments.

 September 8, 2020

In addition to revising the disclosure in response to the Staff’s comments, the Company has also included in the Registration Statement unaudited interim
condensed consolidated financial statements as of June 30, 2020 and for the three months ended June 30, 2019 and 2020, as well as other data and information to reflect recent developments.

To facilitate the Staff’s review, we have separately delivered to the Staff four courtesy copies of the Registration Statement, marked to show changes to
the Draft Registration Statement, and four copies of the submitted exhibits.

 The Company is, concurrently with the Registration Statement, filing the
draft registration statement and all amendments thereto that were previously submitted for the Staff’s non-public review, and plans to file an amendment to the Registration Statement containing the
estimated price range and offering size and launch the road show as soon as legally permissible in late September. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

*        *
*         *

 Amendment No.1 to Draft Registration Statement on Form
F-1 submitted August 13, 2020 Capitalization, page 68

1.
 Please disclose why receivable for issuance of preferred shares is presented in mezzanine equity on a pro
forma basis.

 The Company respectfully advises the Staff that on a pro forma basis, the receivable for issuance of
preferred shares is now being presented as receivable for issuance of ordinary shares as a contra-equity balance, which is not within the mezzanine equity. In response to the Staff’s comment, the Company has revised the disclosure on page 72 of
the Registration Statement on Form F-1.

 Dilution, page 70

2.
 Please show us how you calculated net tangible book value of $25.8 million as of March 31, 2020.

 The Company respectfully advises the Staff that as of March 31, 2020, the net tangible book value was a deficit
of approximately US$25.8 million and was derived from total net liabilities after adjusting for (1) intangible assets, (2) software, (3) goodwill arising from business acquisition, (4) right-of-use assets and lease liabilities
relating to operating lease, and (5) net deferred initial public offering related costs. The detailed calculation is set forth as follows:

As of March 31,

2020

RMB’000

US$’000

(note)

 Net liabilities

(101,109
)

(14,279
)

 Less:

 Intangible assets

33,538

4,736

 Software

1,629

230

 Goodwill arising from business acquisition

40,184

5,675

 Right-of-use assets and lease liabilities relating to operating lease

1,607

226

 Net deferred initial public offering related costs

4,384

619

 Net tangible book value

(182,451
)

(25,765
)

 Note: Translations of the calculation for the net tangible book value from RMB into US$ as of March 31,
2020 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.0808.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 75 of the Registration Statement.

 2

 September 8, 2020

Market Competition Landscapes, page 107

3.
 We reissue in part our prior comment 5. Please disclose how the calculation of GMV differs for each of the
companies in the charts on page 108 and how the various methods used by such companies may materially impact the information presented. Please also explain whether the calculation of GMV differs for those companies that are generic platforms versus pet-focused platforms. Finally, please tell us how you determined the specific GMV for pet products for the generic retailers.

Please disclose how the calculation of GMV differs for each of the companies in the charts on page 108:

The Company respectfully submits that the industry consultant, Frost & Sullivan, when compiling the GMV ranking disclosed on page 122
of the Registration Statement, consulted the respective GMV definitions of the relevant pet online retail platforms mentioned therein that are publicly traded companies, and conducted its own independent research and survey on the GMV definitions of
the relevant pet online retail platforms mentioned therein that are private companies, to ensure that the GMV definitions adopted by these companies are similar to that of the Company.

In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Registration Statement to disclose how each
of the top five pet online retail platform in China in 2019 calculates their respective GMV.

 How the various methods used by such
companies may materially impact the information presented. Whether the calculation of GMV differs for those companies that are generic platforms versus pet-focused platforms:

The Company respectfully submits that, as confirmed by Frost and Sullivan, the definitions of GMV across different platforms are generally
consistent (subject to certain adjustments) in that all of these platforms use the total value of the order, irrespective of whether the products are sold, delivered or returned, to calculate their respective GMV. Nevertheless, generic e-commerce platforms with extensive third-party stores may be subject to heightened risks of fraudulent or fake transactions made by such third parties on the platforms. As a prudent matter to eliminate influence of
such irregular transactions on GMV, those platforms typically exclude from their calculation of GMV transactions over a certain amount and transactions by users over a certain amount per day. Therefore, the subjective determinations made by these
generic e-commerce platforms to eliminate certain transactions from their calculations of GMV may have impact on the actual reported GMV, making the results not directly comparable with those of the pet-focused platforms that do not make such eliminations.

 How you determined the specific GMV for
pet products for the generic retailers

 The Company respectfully submits that, as confirmed by Frost and Sullivan, GMV data for pet
products sold by generic retailers are generally derived from the total GMV disclosed in the public filings of such generic e-commerce platforms. In order to further derive the GMV of pet products and verify
this information, the Company has worked with Frost & Sullivan to conduct reasonable independent survey and research (including telephone interviews and review of third-party sources) to determine and verify the estimated percentages of pet
product GMV out of the total GMV.

 *        *
*         *

 3

 September 8, 2020

If you have any questions regarding this submission, please contact Li He at +852 2533-3306 (li.he@davispolk.com) or Kevin Zhang at +852 2533-3384
(kevin.zhang@davispolk.com).

 Thank you again for your time and attention.

Yours sincerely,

/s/ Li He

Li He

cc:
 Ms. Yingzhi (Lisa) Tang (lisa@boqii.com), Co-Chief
Executive Officer

 Ms. Ying (Christina) Zhang (christina@boqii.com), principal accounting officer

 Boqii Holding Limited

Ms. Shuang Zhao, Esq., Partner

Cleary Gottlieb Steen & Hamilton LLP

Mr. Jack Li, Partner

PricewaterhouseCoopers Zhong Tian LLP

 4

United States securities and exchange commission logo
August 20, 2020
Yinghzi (Lisa) Tang
Director, Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Floor 6, Building 1, No. 399
Shengxia Road, Pudong New District
Shanghai 201203
People's Republic of China
Re:Boqii Holding Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August 13, 2020
CIK No. 0001815021
Dear Ms. Tang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form F-1 submitted August 13, 2020
Capitalization, page 68
1.Please disclose why receivable for issuance of preferred shares is presented in mezzanine
equity on a pro forma basis.

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 August 20, 2020 Page 2
 FirstName LastName
Yinghzi (Lisa) Tang
Boqii Holding Ltd
August 20, 2020
Page 2
Dilution, page 70
2.Please show us how you calculated net tangible book value of $25.8 million as of March
31, 2020.
Market Competition Landscapes, page 107
3.We reissue in part our prior comment 5. Please disclose how the calculation of GMV
differs for each of the companies in the charts on page 108 and how the various methods
used by such companies may materially impact the information presented.  Please also
explain whether the calculation of GMV differs for those companies that are generic
platforms versus pet-focused platforms. Finally, please tell us how you determined the
specific GMV for pet products for the generic retailers.
            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:       Li He

United States securities and exchange commission logo
July 18, 2020
Yinghzi (Lisa) Tang
Director, Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Floor 6, Building 1, No. 399
Shengxia Road, Pudong New District
Shanghai 201203
People's Republic of China
Re:Boqii Holding Ltd
Draft Registration Statement on Form F-1
Submitted June 22, 2020
CIK No. 0001815021
Dear Ms. Tang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please disclose here, and elsewhere as appropriate, what you mean by a "pet ecosystem"
or "eco-platform" and how this differs from a basic online platform.  Please also tell us
what you mean by a "seamless online-offline pet eco-platform."  Please also explain what
is meant by your statement that you "believe this is bound to happen because it is what
customers expect and demand."

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 July 18, 2020 Page 2
 FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
July 18, 2020
Page 2
Conventions Which Apply to this Prospectus, page 9
2.We note your key operating data on page 16 states that average order value and average
spending per active buyer exclude products sold by Xingmu, as those sales were not
material to you during the indicated periods.  However, the definition of GMV indicates
that products sold by Xingmu are included in GMV.  Please tell us why Xingmu product
sales are included for certain metrics and not for others, and whether such information is
comparable given the method of calculation.
Capitalization, page 69
3.Please remove the operating lease right-of-use assets line item as it does not constitute a
part of your capitalization and indebtedness.  Refer to Item 3.B of Form 20-F.
Key Components of Results of Operations, page 87
4.We note that your product sales decreased from the nine months ended 2018 to the same
period in 2019, but your GMV increased for the same period from 2018 to 2019.  Please
explain the reason for the decrease in product sales but simultaneous increase in GMV.

Market Competition Landscapes, page 110
5.We note your disclosure regarding market competition and the charts that appear at the
top of page 111 that lists the "Top 5 Pet Online Retail Platform in China in 2019" and
"Top 3 Pet-focused Online Retail Platform in China in 2019." Please state your belief as
to why GMV is a useful comparative tool in this instance, considering that it is not
calculated in the same manner by all companies represented in the charts. Please also
disclose how GMV is calculated by the other companies and how the various methods
used by such companies (for example, using listed price versus suggested retail price, or
including discounts) may materially impact the information presented.
Business, page 113
6.Please explain what it means that you have "built close relationships," "cooperated with,"
and are "seamlessly connecting" over 340 brand partners and 121 manufacturers,
including whether this means that you have contracts with such parties or otherwise
generate revenue from such partners. Please also define the terms "brand partners" or
"brand owners" as used throughout the prospectus.

7.Please revise this section to provide a clear description of your material product offerings
and their contribution to revenues. In particular, it is unclear how certain of your offerings,
such as your membership program, mobile app, Boqii Mall, and sales from you private
label products, contribute to your revenues, and whether such contributions are material.
Please also explain any material differences in the way you generate revenue from sales

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 July 18, 2020 Page 3
 FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding Ltd
July 18, 2020
Page 3
on Boqii Mall versus sales on third-party e-commerce platforms. Refer to Item 4.a of
Form F-1 and Item 4.B of Form 20-F.
8.We note that on page 22 you break down total GMV by branded products and private
label products, and GMV generated from sales on Boqii Mall and third-party e-commerce
platforms.  Please disclose the revenue generated by these products and sales, in addition
to the GMV.
Our Offline Network, page 132
9.Please explain what it means that you had "cooperated with" over 15,000 physical pet
stores and pet hospitals.  Please also disclose the percentage of your sales that are made to
physical pet stores and pet hospitals.
Jury Trial Waiver, page 187
10.We note your disclosure that indicates that the deposit agreement provides that ADS
holders waive the right to a jury trial, "including any claim under the U.S. federal
securities laws." Please amend your risk factor on page 62 to disclose other risks, which
may include increased costs to bring a claim and that these provisions may discourage or
limit suits against you or the depositary.  Please also clarify whether purchasers of
interests in a secondary transaction would be subject to the jury trial waiver provision.
Consolidated Financial Statements
1. Organization and principal activities
(b) Consolidated variable interest entities, page F-14
11.We note your disclosure of the contractual arrangements you have with your VIEs.  Please
provide additional details for each contract including, but not limited to, how you
determined you have control over the PRC domestic companies, how you determined you
are entitled to the economic benefits and obligated to absorb losses, the term of each
contract and whether each contract is renewable.  Refer to FASB ASC 810-10-25-38.  In
addition, provide the disclosures outlined in FASB ASC 810-10-50-5A.
29. Unaudited pro forma balance sheet and loss per share, page F-76
12.Please tell us how the difference between the carrying value and redemption value (i.e.,
unaccreted portion) of the preferred shares as of the most recent balance sheet date was
considered in determining the pro forma adjustments to the balance sheet.  Please also
disclose how you considered the original issuance dates of the preferred shares and debt
being converted into ordinary shares in determining the length of time these ordinary
shares were considered outstanding in your pro forma loss per ordinary share
computations.  If you assumed these ordinary shares were outstanding prior to the original
issuance dates of the preferred shares and debt being converted in your pro forma loss per
ordinary share computations, please tell us your basis for doing so.

 FirstName LastNameYinghzi (Lisa) Tang
 Comapany NameBoqii Holding Ltd
 July 18, 2020 Page 4
 FirstName LastName
Yinghzi (Lisa) Tang
Boqii Holding Ltd
July 18, 2020
Page 4
            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