Boqii Holding Limited Announces Update on Substitution Listing and 1-for-160 Reverse Split

Rhea-AI Summary

Boqii Holding Limited (NYSE American: BQ) has announced significant changes to its listing structure and share consolidation. The company will cease trading its American Depositary Shares (ADSs) on NYSE American on July 10, 2025, and terminate its ADR Facility on July 11, 2025.

The company will implement a 1-for-160 reverse stock split, where every 160 existing ordinary shares (par value US$0.001) will be consolidated into one new ordinary share (par value US$0.16). ADS holders will receive 0.9375 new Class A ordinary shares for each cancelled ADS. Following the reverse split, Boqii's total outstanding shares will be reduced to 2,879,559 shares, consisting of 2,798,073 Class A ordinary shares and 81,486 Class B ordinary shares.

Trading of Boqii's Class A ordinary shares on NYSE American under the symbol "BQ" will commence on July 11, 2025, with a new CUSIP number G1311F119.

["Streamlined listing structure through substitution listing on NYSE American", "Potential improved trading efficiency by consolidating shares through reverse split", "Simplified share structure by converting ADSs to direct ordinary shares"]

Positive

• None.

Negative

• Significant share consolidation ratio of 1-for-160 indicates substantial share price decline
• Complex mandatory exchange process may cause temporary trading disruption
• Potential loss of some ADS holders due to fractional shares and conversion process

Insights

Corporate Restructuring Specialist

Boqii's 1:160 reverse split and ADR termination will significantly reduce float while maintaining NYSE American listing under same ticker.

Boqii Holding is executing a significant corporate restructuring with two key components. First, the company is terminating its American Depositary Shares (ADSs) program and transitioning to direct listing of its Class A ordinary shares on the NYSE American exchange. Second, the company is implementing a substantial 1-for-160 reverse stock split.

The mechanics are precisely outlined: ADS trading will cease on July 10, with the ADR facility terminating on July 11. Simultaneously, the reverse split will consolidate every 160 ordinary shares (par value $0.001) into one new share (par value $0.16). Current ADS holders will receive 0.9375 new Class A ordinary shares for each ADS they held, with fractional shares rounded up.

This dramatic consolidation will significantly reduce Boqii's total outstanding shares from approximately 460.7 million to just 2.88 million shares (calculated from the post-split figures). The company will maintain its "BQ" ticker symbol with trading of the newly consolidated shares beginning July 11.

While reverse splits themselves are mathematically neutral in theory (reducing share count while proportionally increasing per-share price), they're typically implemented by companies facing compliance issues with exchange minimum price requirements. By executing this substantial consolidation while maintaining its NYSE American listing, Boqii appears to be addressing listing requirements while simplifying its ownership structure by eliminating the ADS layer between U.S. investors and the company's shares.

SHANGHAI, July 1, 2025 /PRNewswire/ -- As Boqii Holding Limited ("Boqii" or the "Company") (NYSE American: BQ) previously announced, the Company plans to cease the listing of its American Depositary Shares (the "ADSs") on the  NYSE American LLC ("AMEX") and list its Class A ordinary shares of a par value of US$0.16 each on a post-reverse stock split basis for trading on AMEX in substitution for its ADSs (the "Substitution Listing"). The Company expects that its ADSs will cease trading on AMEX at 4:00 p.m. (New York Time) on July 10, 2025, and that the ADR Facility will be terminated as of the close of business (New York Time) on July 11, 2025.

In addition, The Bank of New York Mellon (the "Depositary") of the Company's ADS will distribute to all holders and beneficial owners of the Company's ADRs a notification (the "Termination Notice") regarding termination of the Deposit Agreement, dated July 1, 2025 by and among the Company, the Depositary, and all holders and beneficial owners of the ADRs dated September 29, 2020 (the "Deposit Agreement"). The effective date for the termination of the Deposit Agreement will be July 11, 2025 (the "Effective Date").

Immediately following the termination of the ADR Facility and on the Effective Date, the Company will implement a reverse stock split (the "Reverse Split"), pursuant to which every 160 existing ordinary shares of a par value of US$0.001 each will be consolidated into one new ordinary share of a par value of US$0.16 each. As a result, on the Effective Date, each holder of the Company's ordinary shares should expect to receive one (1) new ordinary share, with a par value of US$0.16 each, for every 160 existing ordinary shares previously held; while holders of ADSs will have their ADSs automatically cancelled and would be entitled to receive the corresponding underlying Class A ordinary shares, par value $0.16 per share, at a rate 15/16, or 0.9375 new class A ordinary share for each ADS cancelled (the "Mandatory Exchange"). All resulting fractional shares will be rounded up to the nearest whole number of shares on the participant level.

The Company expects that its Class A ordinary shares will commence trading on AMEX on a post- Reverse Split basis and after the Mandatory Exchange under the symbol "BQ" on July 11, 2025. Following the Reverse Split, the Company's total outstanding ordinary shares will be reduced to 2,879,559 shares, comprising 2,798,073 Class A ordinary shares and 81,486 Class B ordinary shares. The Company expects that the trading price of its consolidated Class A ordinary shares will be adjusted as a result of the Mandatory Exchange and the Reverse Split. The new CUSIP number for the consolidated Class A ordinary shares will be G1311F119.

About Boqii Holding Limited

Boqii Holding Limited (NYSE American: BQ) is a leading pet-focused platform in China. It is the leading online destination for pet products and supplies in China with a broad selection of high-quality products including global leading brands, local emerging brands, and its own private label, Yoken, Mocare and D-cat, offered at competitive prices. Boqii's online sales platforms, including Boqii Mall and our flagship stores on third-party e-commerce platforms, provide customers with convenient access to a wide selection of high-quality pet products and an engaging and personalized shopping experience. Its Boqii Community provides an informative and interactive content platform for users to share their knowledge and love for pets.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC"), in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Further information regarding such risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor inquiries, please contact:

Boqii Holding Limited
Investor Relations
Tel: +86-21-6882-6051
Email: ir@boqii.com

View original content:https://www.prnewswire.com/news-releases/boqii-holding-limited-announces-update-on-substitution-listing-and-1-for-160-reverse-split-302496018.html

SOURCE Boqii Holding Limited

FAQ

What is the ratio of Boqii's (BQ) reverse stock split announced for July 2025?

Boqii announced a 1-for-160 reverse stock split, where every 160 existing ordinary shares will be consolidated into one new ordinary share with a par value of US$0.16.

When will Boqii (BQ) ADSs stop trading on NYSE American?

Boqii's ADSs will cease trading on NYSE American at 4:00 p.m. (New York Time) on July 10, 2025.

How many shares will Boqii (BQ) have outstanding after the reverse split?

After the reverse split, Boqii will have 2,879,559 total outstanding shares, comprising 2,798,073 Class A ordinary shares and 81,486 Class B ordinary shares.

What will happen to Boqii (BQ) ADS holders after the substitution listing?

ADS holders will have their ADSs automatically cancelled and receive 0.9375 new Class A ordinary shares for each ADS cancelled, with fractional shares rounded up to the nearest whole number.

When will Boqii's (BQ) new Class A ordinary shares begin trading on NYSE American?

Boqii's Class A ordinary shares will commence trading on NYSE American on July 11, 2025, under the symbol 'BQ'.