UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-39547
Boqii Holding Limited
Building 9, No. 388, Shengrong Road
Pudong New District, Shanghai 201210
The People’s
Republic of China
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Termination of Deposit Agreement
On July 1, 2025, Boqii Holding Limited (the
“Company”) instructed The Bank of New York Mellon (the “Depositary”) to terminate the Deposit Agreement dated
as of September 29, 2020, as amended, by and among the Company, the Depositary, and the owners and holders of American depositary shares
(the “ADSs”), pursuant to which the ADR facility created by the terms of the Deposit Agreement will terminate.
The Depositary of the Company’s ADSs will
distribute to all owners and holders of ADSs a notification regarding the termination of ADS facility pursuant to the Deposit Agreement.
The effective date of the termination of the Deposit Agreement will be July 11, 2025 (the “Effective Date”). Immediately following
the termination of the ADS 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 (each, a “New Ordinary Share”). On the Effective Date, all outstanding ADSs will be automatically
cancelled and will be entitled to receive the New Ordinary Shares at a rate of 15/16, or 0.9375 New 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.
Following the Mandatory Exchange and simultaneous
Reverse Split, the New Ordinary Shares are anticipated to trade directly on NYSE American LLC (“AMEX”) beginning on the Effective
Date.
On July 2, 2025, the Company issued a press release
announcing the effective date of the Mandatory Exchange and Reverse Split. A copy of the press release is furnished hereto as Exhibit
99.1.
INCORPORATION
BY REFERENCE
This Report shall be incorporated by reference
into the Company’s registration statement on Form
F-3, as amended, which became effective on November 23, 2022 (File no. 333-267919), and be a part thereof from the date on which this
Report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Boqii Holding Limited |
| |
|
| |
By: |
/s/ Yingzhi (Lisa) Tang |
| |
Name: |
Yingzhi (Lisa) Tang |
| |
Title: |
Director, co-Chief Executive Officer and
Chief Financial Officer |
Date: July 2, 2025
