Boqii Holding (NYSE: BQ) to sell 14.5% Nanjing Xingmu stake and unwind VIE

Rhea-AI Filing Summary

Boqii Holding Limited reports that its variable interest entity Shanghai Guangcheng has agreed to sell its 14.5% equity interest in Nanjing Xingmu Biotechnology Co., Ltd. to Nanjing Xingmu’s two founders for an aggregate cash consideration of RMB 12.5 million, payable in installments under an equity interest repurchase agreement. Each founder will acquire 7.25% of Nanjing Xingmu from Shanghai Guangcheng. The agreement includes customary representations, warranties, covenants and provisions for indemnification or damages.

In connection with this repurchase, and subject to the conditions in the agreement, the parties expect to terminate the existing VIE contractual arrangements under which Xingmu WFOE has been treated as the primary beneficiary of Nanjing Xingmu and has consolidated its results into Boqii’s financial statements under U.S. GAAP. The company notes that statements about the repurchase, the expected VIE termination and related effects are forward-looking and subject to risks and uncertainties.

Insights

Cross-border structure and accounting analyst

Boqii is monetizing a 14.5% stake in a VIE and signals a possible deconsolidation of that entity.

Boqii discloses that Shanghai Guangcheng will transfer its 14.5% equity interest in Nanjing Xingmu to the founders for RMB 12.5 million in cash, paid in installments upon specified conditions. This is a related-party style realignment within its China operating structure, moving equity from a Boqii-controlled VIE back to the operating founders.

The parties also anticipate terminating the VIE contractual arrangements under which Xingmu WFOE has been treated as Nanjing Xingmu’s primary beneficiary and has consolidated its results into Boqii’s financial statements under U.S. GAAP. If implemented, this would likely change how Nanjing Xingmu’s operations appear in Boqii’s reported numbers and may reduce consolidated revenue or assets tied to that entity, depending on its size.

The impact on the overall business depends on Nanjing Xingmu’s contribution to Boqii’s consolidated performance and balance sheet, which is not quantified in this excerpt. Subsequent Boqii filings for periods after the anticipated VIE termination will be important for understanding how this structural change flows through revenue, profitability and segment disclosures.

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 December 2025

Commission File Number: 001-39547

Boqii Holding Limited

Room 1203, 12th Floor, Building T1, Smart Cloud, No. 1, Lane 235, Yubei Road
Pudong New District, Shanghai 201204

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

 On December 4, 2025, Guangcheng (Shanghai) Information Technology Co., Ltd. (“Shanghai Guangcheng”), a variable interest entity of Boqii Holding Limited, a Cayman Islands exempted company (the “Company”), entered into an equity interest repurchase agreement (the “Repurchase Agreement”) with Nanjing Xingmu Biotechnology Co., Ltd. (“Nanjing Xingmu”), a variable interest entity of the Company, two founders of Nanjing Xingmu, Chao Guo and Zhongshu Zhai (together, the “Founders”), and certain other parties listed on the signature pages thereto (collectively with Shanghai Guangcheng, Nanjing Xingmu and the Founders, the “Parties”).

Under the Repurchase Agreement, the Founders agreed to repurchase the 14.5% equity interest in Nanjing Xingmu currently held by Shanghai Guangcheng for an aggregate cash consideration of RMB 12.5 million, to be paid in installments upon satisfaction of certain considerations (the “Repurchase”). Each Founder will acquire 7.25% of such equity interest from Shanghai Guangcheng. The Repurchase Agreement contains certain representations, warranties and covenants by the Parties, as well as provisions on indemnification or damages, among other things.

In connection with the Repurchase, and subject to the satisfaction of the conditions set forth in the Repurchase Agreement, the Parties anticipate terminating the contractual arrangements (the “VIE Arrangements”) by and among Nanjing Xinmu Information Technology Co., Ltd. (“Xingmu WFOE”), Nanjing Xingmu and the shareholders of Nanjing Xingmu, pursuant to which Xingmu WFOE is considered the primary beneficiary of Nanjing Xingmu for accounting purposes and is able to consolidate its operating results in the Company’s financial statements under U.S. generally accepted accounting principles.

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 Repurchase, the anticipated termination of the VIE Arrangements, and any expected effects of the foregoing. 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.

INCORPORATION BY REFERENCE

This report on Form 6-K, including any amendment and report filed for the purpose of updating such documents, shall be incorporated by reference into the registration statement on Form F-3, as amended (File No. 333-267919), of the Company, and to be a part thereof from the date on which this report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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: December 10, 2025

FAQ

What transaction did Boqii Holding Limited (BQ) announce in this Form 6-K?

Boqii announced that its variable interest entity Shanghai Guangcheng entered into an equity interest repurchase agreement under which Nanjing Xingmu’s founders will repurchase a 14.5% equity interest in Nanjing Xingmu for an aggregate cash consideration of RMB 12.5 million, payable in installments upon satisfaction of certain conditions.

Who is buying the 14.5% equity interest in Nanjing Xingmu from Boqii’s VIE?

The two founders of Nanjing Xingmu, Chao Guo and Zhongshu Zhai, agreed to repurchase the stake. Each founder will acquire 7.25% of Nanjing Xingmu’s equity interest from Shanghai Guangcheng under the repurchase agreement.

How much cash will Boqii’s VIE receive for the Nanjing Xingmu equity repurchase?

Shanghai Guangcheng will receive an aggregate cash consideration of RMB 12.5 million for the 14.5% equity interest in Nanjing Xingmu, with payments to be made in installments subject to certain conditions specified in the repurchase agreement.

What happens to the VIE arrangements related to Nanjing Xingmu after this repurchase?

In connection with the repurchase, and subject to the conditions in the repurchase agreement, the parties anticipate terminating the VIE arrangements among Xingmu WFOE, Nanjing Xingmu and its shareholders. These arrangements currently cause Xingmu WFOE to be considered the primary beneficiary of Nanjing Xingmu for accounting purposes.

How could this transaction affect Boqii’s financial reporting under U.S. GAAP?

Under the current VIE arrangements, Xingmu WFOE is treated as the primary beneficiary of Nanjing Xingmu and can consolidate its operating results into Boqii’s financial statements under U.S. GAAP. The anticipated termination of these arrangements could change future consolidation of Nanjing Xingmu’s results, although the excerpt does not quantify the impact.

Does Boqii provide any cautionary language about the equity repurchase and VIE termination?

Yes. Boqii states that discussions of the repurchase, the anticipated termination of the VIE arrangements, and their expected effects are forward-looking statements subject to risks and uncertainties. The company refers readers to the risk factors in its Form 20-F for the year ended March 31, 2025, and other SEC filings.