F-1/A: Boqii Holding Limited Files Fourth F-1/A Amendment, Signaling Progress Towards Public Offering Amidst Procedural Delays

Sentiment:

Amendment to Registration Statement for Public Offering 26 June 2025 4:25 PM

Boqii Holding Limited has filed Amendment No. 4 to its Form F-1 registration statement, primarily to include updated exhibits related to its proposed public offering, while noting a delay in the effective date.

Delay expectedThe effective date of the registration statement is being delayed until the registrant files a further amendment specifically stating its effectiveness or until the U.S. Securities and Exchange Commission determines the effective date.

Capital raiseThe filing is an amendment to a registration statement for a "proposed sale to the public," indicating the company's intent to raise capital through a public offering.Exhibit 10.20: Securities Purchase Agreement, dated July 28, 2023, by and between Boqii Holding Limited and VG Master Fund SPC, indicates a prior capital raise.Exhibit 10.21: Amendment No. 1 to Securities Purchase Agreement, dated August 16, 2023, by and between Boqii Holding Limited and VG Master Fund SPC, further details a previous capital raise.Exhibit 10.22: Form of Securities Purchase Agreement, dated February 13, 2025, by and between Boqii Holding Limited and multiple purchasers, indicates a more recent capital raise.Exhibit 10.23: Form of Registration Rights Agreement, dated February 13, 2025, by and between Boqii Holding Limited and multiple purchasers, is related to the rights granted to investors in the recent capital raise.

Summary

Boqii Holding Limited filed Amendment No. 4 to its Form F-1 Registration Statement (File No. 333-286239) with the U.S. Securities and Exchange Commission on June 26, 2025.
This amendment is an "exhibits-only filing," meaning it primarily updates and includes new exhibits, with the remainder of the original Registration Statement unchanged and omitted.
The filing is part of the process to register securities for a proposed sale to the public.
Boqii Holding Limited is identified as an "emerging growth company" under the Securities Act of 1933.
The effective date of the registration statement is explicitly delayed until a further amendment is filed or the SEC determines its effectiveness.
Key exhibits filed include updated corporate governance documents (Eleventh and Thirteenth Amended and Restated Memorandum and Articles of Association), specimen American Depositary Receipts (ADRs) and Class A Ordinary Shares, a Deposit Agreement, and legal opinions from Maples and Calder (Hong Kong) LLP and Guangdong Shenmou Law Firm.
The filing also includes the Amended and Restated 2018 Global Share Plan, indemnification and employment agreements for directors and executive officers, and the Tenth Amended and Restated Warrant Holders and Shareholders Agreement.
Numerous agreements related to the company's Variable Interest Entity (VIE) structure in China are included, such as Exclusive Technical Consulting and Service Agreements, Intellectual Property License Agreements, Shareholders Voting Rights Proxy Agreements, Equity Pledge Agreements, Exclusive Call Option Agreements, and Loan Agreements involving entities like Shanghai Xincheng, Shanghai Guangcheng, Xingmu WFOE, and Nanjing Xingmu.
Recent Securities Purchase Agreements from July 28, 2023, August 16, 2023, and February 13, 2025, along with a Registration Rights Agreement from February 13, 2025, are incorporated by reference, indicating ongoing capital raising activities.
A consent from Assentsure PAC, the independent registered public accounting firm, dated June 24, 2025, for their report dated October 29, 2024, is included.

Sentiment

Score: 5

Explanation: The document is a procedural amendment to a registration statement, primarily updating exhibits. It does not contain new financial performance data that would significantly alter sentiment. The explicit delay in the effective date is a minor negative, but expected for such filings, while the ongoing capital raise efforts are neutral to positive.

Positives

The filing of Amendment No. 4 indicates continued progress towards the company's proposed public offering, which could provide significant capital for future growth and operations.
The inclusion of updated corporate governance documents, such as the Amended and Restated Memorandum and Articles of Association, suggests ongoing efforts to maintain compliance and refine the company's legal and operational framework.
The consent from Assentsure PAC, the independent registered public accounting firm, confirms their audit work and involvement, which is a necessary step for a public offering.

Negatives

The "exhibits-only" nature of this amendment means no new financial performance data or operational updates are provided in the main body of the filing.
The explicit statement regarding the delay of the registration statement's effective date indicates that the public offering is not yet finalized and its timing remains uncertain.

Risks

The document explicitly states a delay in the effective date of the registration statement, indicating uncertainty regarding the timing of the proposed public sale and capital raise.
The extensive list of agreements related to Variable Interest Entities (VIEs) in China (e.g., Exclusive Technical Consulting and Service Agreement, Equity Pledge Agreement) highlights the company's reliance on a VIE structure, which is subject to significant regulatory and legal risks in the People's Republic of China, including potential changes in laws or enforcement actions that could adversely affect the company's operations and financial results.

Future Outlook

The company intends for the registration statement to become effective for a proposed sale to the public. However, the effective date is currently delayed and subject to the filing of a further amendment by the registrant or a determination by the U.S. Securities and Exchange Commission.

Management Comments

"The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine."

Industry Context

Boqii Holding Limited operates in the pet products and services e-commerce sector, primarily targeting the Chinese market. The filing of an F-1/A amendment is a standard procedural step for companies, particularly those based in China with Variable Interest Entity (VIE) structures, seeking to access U.S. capital markets. This move aligns with broader trends of Chinese companies pursuing international listings, despite increasing regulatory scrutiny from both U.S. and Chinese authorities regarding financial disclosures and cross-border data transfers.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Amendment to Governing Documents	Filing of the Eleventh Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect.	NA	Updates the foundational governing documents of the company, ensuring compliance and reflecting current corporate structure.
Amendment to Governing Documents	Filing of the Thirteenth Amended and Restated Memorandum and Articles of Association of the Registrant, as effective immediately prior to the completion of this offering.	Immediately prior to offering completion	Prepares the company's governance structure for its public offering, potentially including changes related to share classes, voting rights, or board composition.
Share Plan Update	Filing of The Amended and Restated 2018 Global Share Plan.	NA	Updates the framework for equity compensation, potentially impacting employee incentives and ownership structure.
Agreement Update	Filing of the Tenth Amended and Restated Warrant Holders and Shareholders Agreement.	2020-08-19	Updates the terms governing the rights and obligations of warrant holders and shareholders, which is crucial for investor relations and corporate control.

Related Party Transactions

Exhibit 10.5: English translation of Exclusive Technical Consulting and Service Agreement entered into on August 4, 2020, by and between Shanghai Xincheng and Shanghai Guangcheng.
Exhibit 10.6: English translation of Intellectual Property License Agreement entered into on August 4, 2020, by and between Shanghai Xincheng and Shanghai Guangcheng.
Exhibit 10.7: English translation of Shareholders Voting Rights Proxy Agreement entered into on August 4, 2020, by and among Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng.
Exhibit 10.8: English translation of Equity Pledge Agreement entered on October 16, 2019, by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng.
Exhibit 10.9: English translation of Equity Pledge Agreement entered on August 4, 2020, by and between Shanghai Xincheng, Shanghai Guangcheng, and Shanghai Chelin Information Technology Center (Limited Partnership), a then shareholder of Shanghai Guangcheng.
Exhibit 10.10: English translation of Exclusive Call Option Agreement entered on August 4, 2020, by and between Shanghai Xincheng, Shanghai Guangcheng and then shareholders of Shanghai Guangcheng.
Exhibit 10.11: English translation of Loan Agreement entered into on August 4, 2020, by and between shareholders of Shanghai Guangcheng and Shanghai Xincheng.
Exhibit 10.12: English translation of Exclusive Technical Consulting and Service Agreement entered into on September 26, 2019, by and between Xingmu WFOE and Nanjing Xingmu.
Exhibit 10.13: English translation of Intellectual Property License Agreement entered into on September 26, 2019, by and between Xingmu WFOE and Nanjing Xingmu.
Exhibit 10.14: English translation of Shareholders Voting Rights Proxy Agreement entered into on September 26, 2019, by and among Xingmu WFOE, Nanjing Xingmu, and certain shareholders of Nanjing Xingmu.
Exhibit 10.15: English translation of Equity Pledge Agreement entered on September 26, 2019, by and between Xingmu WFOE, Nanjing Xingmu, and certain shareholders of Nanjing Xingmu.
Exhibit 10.16: English translation of Exclusive Call Option Agreement entered on September 26, 2019, by and between Xingmu WFOE, Nanjing Xingmu and certain shareholders of Nanjing Xingmu.
Exhibit 10.17: English translation of Loan Agreement entered into on September 26, 2019, by and between certain shareholders of Nanjing Xingmu and Xingmu WFOE.
These agreements collectively outline the contractual arrangements that form the basis of the company's Variable Interest Entity (VIE) structure in China, which are considered related party transactions essential for the company's operations and control over its Chinese entities.

Stakeholder Impact

Shareholders: The proposed public offering, once effective, could lead to increased liquidity for existing shares but also potential dilution from new share issuance. The updated Warrant Holders and Shareholders Agreement defines their rights.
Prospective Investors: The filing provides updated legal and corporate governance documents necessary for due diligence before participating in the proposed public offering.
Employees: The Amended and Restated 2018 Global Share Plan indicates ongoing equity incentive programs, potentially impacting employee retention and motivation.
Regulatory Authorities: The filing demonstrates the company's ongoing compliance with SEC disclosure requirements for its proposed public offering.

Next Steps

The registrant is required to file a further amendment that specifically states the effective date of the registration statement.
The U.S. Securities and Exchange Commission may determine the effective date of the registration statement.
Completion of the proposed sale of securities to the public is anticipated once the registration statement becomes effective.

Key Dates

Date	Description
2019-09-26	Various agreements entered into by and among Xingmu WFOE, Nanjing Xingmu, and certain shareholders of Nanjing Xingmu, including Exclusive Technical Consulting and Service Agreement, Intellectual Property License Agreement, Shareholders Voting Rights Proxy Agreement, Equity Pledge Agreement, Exclusive Call Option Agreement, and Loan Agreement. Also, Spousal Consent Letters signed by Ms. Jiajia Chen and Ms. Yan Wang.
2019-10-16	Equity Pledge Agreement entered into by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng.
2020-08-04	Various agreements entered into by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng, including Exclusive Technical Consulting and Service Agreement, Intellectual Property License Agreement, Shareholders Voting Rights Proxy Agreement, Equity Pledge Agreement, Exclusive Call Option Agreement, and Loan Agreement.
2020-08-19	Tenth Amended and Restated Warrant Holders and Shareholders Agreement by and among the Registrant, its ordinary shareholder, preferred shareholders and other parties named therein.
2023-07-28	Securities Purchase Agreement entered into by and between Boqii Holding Limited and VG Master Fund SPC.
2023-07-31	Current Report on Form 6-K filed, incorporating by reference the Securities Purchase Agreement dated July 28, 2023.
2023-08-16	Amendment No. 1 to Securities Purchase Agreement entered into by and between Boqii Holding Limited and VG Master Fund SPC.
2023-08-16	Current Report on Form 6-K filed, incorporating by reference Amendment No. 1 to Securities Purchase Agreement dated August 16, 2023.
2024-10-29	Date of Assentsure PAC's report on the consolidated financial statements of Boqii Holding Limited and its subsidiaries.
2025-02-13	Form of Securities Purchase Agreement entered into by and between Boqii Holding Limited and multiple purchasers.
2025-02-13	Form of Registration Rights Agreement entered into by and between Boqii Holding Limited and multiple purchasers.
2025-02-20	Current Report on Form 6-K filed, incorporating by reference the Securities Purchase Agreement and Registration Rights Agreement dated February 13, 2025.
2025-06-24	Consent of Assentsure PAC, Independent Registered Public Accounting Firm, signed.
2025-06-26	Filing date of Amendment No. 4 to Form F-1 Registration Statement.

Keywords

Boqii Holding Limited, F-1/A, SEC filing, public offering, registration statement, exhibits, corporate governance, VIE structure, China, pet e-commerce, pet products, pet services, capital raise, IPO, American Depositary Shares, ADRs, Securities Act of 1933

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