Boqii Holding Ltd (BQ): Schedule 13G filed by Michael Bigger and related entities. The filing reports beneficial ownership of the company’s Class A Ordinary Shares as of specific dates and entities.
As of November 3, 2025, Bigger Capital beneficially owned 232,667 shares (representing 6.65%), District 2 Capital Fund LP owned 116,333 shares (3.33%), and Michael Bigger was deemed to beneficially own 349,000 shares (9.98%). These percentages were calculated against 2,798,128 shares outstanding plus 698,000 shares from an offering referenced in a prospectus supplement.
The amounts exclude warrants subject to a 9.99% beneficial ownership limitation, specifically 267,334 shares (Bigger Capital) and 133,666 shares (District 2 CF) issuable upon exercise. The filing states that, as of November 5, 2025, the reporting persons sold all Common Stock (including shares issuable upon exercise of pre-funded warrants) and are not beneficial owners of at least 5.00% of the class.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Boqii Holding Ltd
(Name of Issuer)
Class A Ordinary Shares, $0.001 par value
(Title of Class of Securities)
09950L104
(CUSIP Number)
11/03/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
BIGGER CAPITAL FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,667.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.65 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
Bigger Capital Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,667.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.65 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
District 2 Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
116,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
116,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
116,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.33 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
District 2 Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
116,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
116,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
116,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.33 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
District 2 GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
116,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
116,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
116,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.33 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
District 2 Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
116,333.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
116,333.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
116,333.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.33 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09950L104
1
Names of Reporting Persons
Bigger Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
349,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
349,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
349,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.98 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Boqii Holding Ltd
(b)
Address of issuer's principal executive offices:
FLOOR 6, BUILDING 1, NO. 399 SHENGXIA ROAD PUDONG NEW DISTRICT, SHANGHAI, CHINA 201210
Item 2.
(a)
Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
(c)
Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
District 2 Capital Fund LP
Delaware
District 2 Capital LP
Delaware
District 2 GP LLC
Delaware
District 2 Holdings LLC
Delaware
Michael Bigger
USA
(d)
Title of class of securities:
Class A Ordinary Shares, $0.001 par value
(e)
CUSIP No.:
09950L104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of November 3, 2025, Bigger Capital beneficially owned 232,667 Class A Ordinary Shares.
The amount does not include 267,334 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
As of November 3, 2025, District 2 CF beneficially owned 116,333 Class A Ordinary Shares.
The amount does not include 133,666 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 232,667 Class A Ordinary Shares beneficially owned by Bigger Capital, and (ii) 116,333 Class A Ordinary Shares beneficially owned by District 2 CF. Does not include: (a) 267,334 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, and (b) 133,666 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on the aggregate of: (i) 2,798,128 Class A Ordinary Shares outstanding immediately before the offering, and (ii) 698,000 share of Common Stock, the number of shares of Common Stock being offered (excluding the shares of Common Stock issuable upon exercise of the Warrants), based upon the Issuer's Prospectus Supplement filed under Rule 424(b)(5) with the Securities and Exchange Commission on November 4, 2025.
As of November 3, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 6.65% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 3.33% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.98% of the outstanding shares of Common Stock. Does not include: (a) 267,334 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, and (b) 133,666 Class A Ordinary Shares issuable upon exercise of Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF.
Regarding Item 5 below, as of November 5, 2025, the Reporting Persons sold all of the Common Stock, including, all the Common Stock issuable upon the exercise of the Pre-Funded Warrants that they held and accordingly, the Reporting Persons as of November 5, 2025, are not the beneficial owners of at least 5.00% of the Issuer's Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIGGER CAPITAL FUND L P
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:
11/10/2025
Bigger Capital Fund GP, LLC
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member
Date:
11/10/2025
District 2 Capital Fund LP
Signature:
/s/ Michael Bigger
Name/Title:
Michael Bigger, Managing Member of District 2 GP LLC, its general partner
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