Boqii (NYSE: BQ) sets $2.0M Reg S unit sale with pre-funded warrants

Rhea-AI Filing Summary

Boqii Holding Limited entered into a Securities Purchase Agreement with certain non-U.S. investors for a private placement of up to 3,000,000 units at $0.6667 per unit, for aggregate gross proceeds of up to about $2,000,100. Each unit includes one Class A ordinary share and a pre-funded warrant exercisable for 2.33 Class A ordinary shares at an exercise price of $0.0001 per share. At closing, Boqii will issue up to 3,000,000 shares and reserve up to 6,990,000 Class A ordinary shares for warrant exercises. The company plans to use the net proceeds for general corporate purposes and working capital and has agreed to file a registration statement covering resales of the shares and warrant shares.

Insights

Capital markets analyst

Boqii arranges a modest equity-linked private placement with attached pre-funded warrants.

Boqii Holding Limited is raising up to $2,000,100 by selling 3,000,000 units to non-U.S. investors under Regulation S. Each unit combines one share with a pre-funded warrant for 2.33 additional shares at a nominal exercise price, creating meaningful potential share issuance.

The pre-funded warrants are immediately exercisable and expire on the second anniversary of the initial exercise date, so additional shares can be issued over that period. The company intends to use net proceeds for general corporate purposes and working capital, while committing to register the resale of the shares and warrant shares in a future registration statement.

Key Figures

Unit count: 3,000,000 units Unit price: $0.6667 per unit Gross proceeds: $2,000,100 +3 more

6 metrics

Unit count 3,000,000 units Maximum units to be sold in private placement

Unit price $0.6667 per unit Purchase price for each unit

Gross proceeds $2,000,100 Approximate aggregate gross proceeds if fully subscribed

Primary shares 3,000,000 shares Class A ordinary shares included in units

Warrant shares reserved 6,990,000 shares Class A ordinary shares issuable upon warrant exercise

Warrant exercise price $0.0001 per share Exercise price of pre-funded warrants

Key Terms

Securities Purchase Agreement, Regulation S, pre-funded warrant, registration statement, +1 more

5 terms

Securities Purchase Agreement financial

"Boqii Holding Limited entered into a Securities Purchase Agreement with certain non-U.S. investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Regulation S regulatory

"a private placement conducted in reliance upon Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

pre-funded warrant financial

"one pre-funded warrant exercisable for 2.33 Class A ordinary shares at an exercise price"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

registration statement regulatory

"the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

private placement financial

"the Company agreed to issue and sell, in a private placement conducted in reliance upon Regulation S"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-39547

Boqii Holding Limited

Room 1203, 12^th 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 ☐

Entry into Material Definitive Agreement

On May 11, 2026, Boqii Holding Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain non-U.S. investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a private placement conducted in reliance upon Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), up to 3,000,000 units (the “Units”) at a purchase price of $0.6667 per Unit for aggregate gross proceeds of up to approximately $2,000,100.

Each Unit consists of (i) one Class A ordinary share, par value $0.0000001 per share (the “Shares”), and (ii) one pre-funded warrant exercisable for 2.33 Class A ordinary shares at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”). The Pre-Funded Warrants will be issued at the closing of the private placement and will be exercisable immediately upon issuance and expire on the second anniversary of the initial exercise date. The closing of the private placement is expected to occur following the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement.

Upon closing of the private placement, the transaction will result in the issuance of up to 3,000,000 Shares and the reservation of up to 6,990,000 Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants.

The Company intends to use the net proceeds from the private placement for general corporate purposes and working capital.

The issuance and sale of the Units, including the Shares and the Pre-Funded Warrants and the Class A ordinary shares issuable upon exercise thereof, have not been registered under the Securities Act or applicable state securities laws and are being offered and sold in reliance on Regulation S promulgated under the Securities Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Pursuant to the Purchase Agreement, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the Shares and the Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated herein by reference.

Exhibit Index

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated May ,11, 2026, by and among Boqii Holding Limited and the purchasers thereto.

1

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: May 14 2026

2

FAQ

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

Boqii agreed to a private placement of up to 3,000,000 units to non-U.S. investors. Each unit combines one Class A ordinary share and a pre-funded warrant, targeting gross proceeds of about $2,000,100 under Regulation S.

How many shares could be issued through Boqii (BQ)'s new units and warrants?

The transaction involves up to 3,000,000 new Class A ordinary shares and reservation of up to 6,990,000 additional shares issuable upon exercise of the pre-funded warrants, which are immediately exercisable at a nominal price.

What is the price and structure of the new Boqii (BQ) private placement units?

Each unit is priced at $0.6667 and includes one Class A ordinary share plus a pre-funded warrant exercisable for 2.33 Class A ordinary shares at an exercise price of $0.0001 per share, expiring two years after initial exercise.

How will Boqii (BQ) use the proceeds from this private placement?

Boqii plans to use the net proceeds from the private placement for general corporate purposes and working capital. This indicates funding will support day-to-day operations and broader corporate needs rather than a specific earmarked project.

Will Boqii (BQ) register the resale of the shares and warrant shares?

Yes. Under the Securities Purchase Agreement, Boqii agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the issued shares and the Class A ordinary shares underlying the pre-funded warrants.

Who can participate in Boqii (BQ)'s new securities offering and under what rule?

The units are being sold to certain non-U.S. investors in a private placement conducted in reliance on Regulation S under the Securities Act. The securities cannot be offered or sold in the United States without registration or an applicable exemption.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED MAY ,11, 2026, BY AND AMONG BOQII H 90.4 KB