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 November 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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Boqii Holding Limited,
a Cayman Islands exempted company with limited liability (the “Company”), entered into a securities purchase agreement (the
“Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”), pursuant to which
the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 698,000 Class A ordinary shares,
par value $0.16 per share (the “Class A Ordinary Shares”) of the Company (the “Shares”), at a purchase price of
$2.80 per share; and (ii) pre-funded warrants to purchase up to 802,000 Class A Ordinary Shares (the “Pre-Funded Warrants”)
at a purchase price of $2.80 per Pre-Funded Warrant.
The Offering closed on November
4, 2025. The Company received approximately $4.2 million in gross proceeds from the Offering, before deducting placement agent fees
and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes.
The Pre-Funded Warrants were
sold to the Purchasers, whose purchase of the Shares in the Offering would otherwise have resulted in the Purchasers, together with its
affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding Class A Ordinary Shares of the Company
following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share at an
exercise price of $0.16 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded
Warrants are exercised in full (subject to the beneficial ownership limitation described above).
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions.
In addition, the Company agreed
that for a period of thirty (30) calendar days from the closing date of the Offering, it will not: (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Class A Ordinary Shares or equivalent securities; or (ii) file any registration
statement or amendment or supplement thereto (other than the Prospectus Supplement, or registration statement on Form S-8 or in connection
with any employee benefit plan). In addition, the Company agreed that it will not conduct any sales of Class A Ordinary Shares or equivalent
securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of forty five (45) calendar days
from the closing date of the Offering, subject to certain exceptions as described in the Purchase
Agreement.
The Shares, the Pre-Funded
Warrants and the Class A Ordinary Shares underlying the Pre-funded Warrants (together with the Shares and the Pre-Funded Warrants, the
“Securities”) were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-267919) (as amended,
the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission (the “Commission”)
on November 23, 2022, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated November 3,
2025 (the “Prospectus Supplement”).
On November 3, 2025, the Company
entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest
Securities, LLC (“Univest” or the “Placement Agent”),
pursuant to which the Company engaged Univest as the placement agent in connection
with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded
Warrants. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash
equal to seven percent (7%) of the aggregate gross proceeds raised from the Offering. The Company also agreed to reimburse the Placement
Agent at closing for legal and other expenses incurred by them in connection with the Offering in an amount not to exceed $100,000.
The Placement Agency Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions.
The foregoing summaries of
the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2 and 4.1, respectively, hereto and incorporated by reference
herein.
A copy of the press release
related to the Offering is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
A copy of the press release related
to the Closing of the Offering is furnished as Exhibit 99.2 hereto and is incorporated by reference herein.
A copy of the opinion of Maples
and Calder (Hong Kong) LLP relating to the legality of the issuance and sale of the Securities is filed as Exhibits 5.1 hereto.
This report, including all
exhibits thereto, is incorporated by reference into the registration statement on Form F-3 (File No. 333-267919) of the Company,
as amended, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded
by documents or reports subsequently filed or furnished.
This report shall not constitute
an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements:
This report contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the use of proceeds of the
Offering. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control.
The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in
the Company’s annual report on Form 20-F for the year ended March 31, 2025, filed with the Commission on July 21, 2025, and the
Company’s other filings with the Commission, including interim reports. The Company undertakes no obligation to publicly update
any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of the Pre-Funded Warrants |
| 5.1 |
|
Opinion of Maples and Calder (Hong Kong) LLP |
| 10.1 |
|
Placement Agency Agreement, dated November 3, 2025, by and between the Company and Univest Securities, LLC |
| 10.2 |
|
Form of Securities Purchase Agreement, dated November 3, 2025, by and among the Company and the purchasers thereto |
| 23.1 |
|
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated November 3, 2025 |
| 99.2 |
|
Press Release dated November 4, 2025 |
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: |
Co-Chief Executive Officer and
Chief Financial Officer |
Date: November 4, 2025
