[6-K] Boqii Holding Limited American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Paymentus Holdings, Inc. (PAY) has filed a Form 4 disclosing that its Chairman, President & CEO, Dushyant Sharma, received 1,100,000 Class A RSUs on 07/02/2025 under the company’s 2021 Equity Incentive Plan. Each RSU converts into one share of Class A common stock as it vests. Vesting schedule: one-sixteenth of the award will vest on each quarterly vesting date beginning 15 Aug 2025 (Feb 15, May 15, Aug 15, Nov 15 thereafter), subject to continued service. Following the grant, the reporting person shows 1,100,000 shares owned directly and an additional 1 share held indirectly through Ashigrace LLC, where Sharma holds sole voting and dispositive power. No price was paid for the RSUs, indicating a standard equity-based compensation grant designed to align executive incentives with shareholder value over time.

Positive

• 1,100,000 RSUs granted to the CEO align management incentives with shareholder interests over a four-year vesting period.
• Quarterly vesting beginning 15 Aug 2025 promotes long-term retention of key leadership.

Negative

• The award represents potential future dilution as each RSU converts to a Class A share upon vesting.
• No performance conditions are cited; vesting depends solely on continued service, which may be viewed as less demanding by some investors.

Insights

Securities Analyst

TL;DR: CEO granted 1.1 M RSUs; standard incentive, limited immediate market impact.

The filing records an equity award of 1,100,000 RSUs to CEO Dushyant Sharma. Because the shares vest quarterly over four years, the grant spreads potential dilution and aligns management with long-term performance. No cash changed hands, and the grant price is $0, typical for RSUs. The direct ownership line now reflects the full 1.1 M shares, while a single share remains under Ashigrace LLC. Absent additional share-count context, the award looks routine for a founder-led growth company and should not create immediate trading pressure.

Corporate Governance Expert

TL;DR: Long-dated RSU grant strengthens retention but increases future dilution risk.

The four-year, quarterly vesting cadence signals a deliberate retention mechanism. Tying vesting to continued service incentivizes leadership stability. From a governance lens, the board is employing equity rather than cash compensation, which improves alignment but dilutes shareholders as shares are issued on each vesting date. The filing meets Section 16 reporting requirements, and the solitary indirect share suggests most of Sharma’s new exposure is held personally rather than via an entity. Overall, the disclosure is transparent and within best-practice norms.

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.

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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

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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

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FAQ

How many shares did Paymentus CEO Dushyant Sharma receive in the latest Form 4?

The filing reports a grant of 1,100,000 Class A restricted stock units.

When do the newly granted RSUs to PAY’s CEO begin vesting?

Vesting starts on 15 August 2025 and occurs quarterly thereafter.

Was any cash paid for the 1.1 M RSUs disclosed by Paymentus?

No. The transaction price is reported as $0, indicating a compensation grant.

What is the ownership form of the new shares reported by Paymentus’ CEO?

Direct ownership of 1,100,000 shares and indirect ownership of 1 share via Ashigrace LLC.

Does the Form 4 filing indicate whether Dushyant Sharma remains a 10% owner of PAY?

Yes. The form’s relationship box is checked for Director, Officer, and 10% Owner.