波奇宠物美股招股说明书(2026-06-18版)

Filed pursuant to Rule 424(b)(3)Under Securities Act of 1933, as amended Up to 9,990,000 Class A Ordinary Shares This prospectus relates to the proposed resale or other disposition, from time to time by the selling securityholders identified inthis prospectus (the “Selling Shareholders”) or their pledgees, donees, transferees, or other successors in interest, of up to 9,990,000Class A ordinary shares, par value $0.0000001 per share (the “Shares”), of Boqii Holding Limited, an exempted company incorporatedin the Cayman Islands with limited liability (“we,” “us,” “our,” and the “Company”) consisting of up to (i) 3,000,000 Class A ordinaryshares issued to the Selling Shareholders and (ii) 6,990,000 Class A ordinary shares (the “Pre-Funded Warrant Shares”) issuable upon The Shares and Pre-Funded Warrants were issued and sold to the Selling Shareholders as units (the “Units”) in a privateplacement that closed on May 18, 2026 (the “Private Placement”) pursuant to a Securities Purchase Agreement between the Companyand the Selling Shareholders, dated May 11, 2026 (the “Purchase Agreement”). Each Unit consists of (i) one Share 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 were The Selling Shareholders may from time to time sell, transfer or otherwise dispose of any or all of the securities in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page 29 of this prospectus for more information. We arenot selling any securities in this offering, and we will not receive any proceeds from the sale of any Shares by the Selling The Selling Shareholders may offer all or part of the shares for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities beingoffered. You should read this prospectus before you invest in any of our securities. Our Class A Ordinary Shares are listed and posted for trading on the NYSE American (“NYSE”) under the symbol “BQ.” The lastreported sale price of our Class A Ordinary Shares on June 17, 2026 as reported on NYSE, was US$1.04 per Class A Ordinary Share. We may amend or supplement this prospectus from time to time by incorporating by reference any document or filingamendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully beforeyou make your investment decision. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, assuch, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Investors are cautioned that the securities may be offered under this prospectus are securities of Boqii Holding Limited,our Cayman Islands holding company, which is not a Chinese operating company nor does it have any substantive businessoperations. Boqii Holding Limited conducts its operations in China through its PRC subsidiaries and the consolidated variableinterest entities, or the “VIEs”, and the VIEs’ subsidiaries.These contractual arrangements have not been tested in court. The VIEstructure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibitsdirect foreign investment in the operating companies. This structure involves unique risks to investors and investors may never holdequity interests in the Chinese operating companies. Chinese regulatory authorities could disallow this structure, which would likelyresult in a material change in our operations and/or a material change in the value of the securities being registered for resale by theSelling Shareholders, including that it could cause in value such securities to significantly decline or become worthless. See “Item 3.Key Information - 3.D. Risk Factors - Risks Related to Doing Business in China” and “Item 3. Key Information - 3.D. Risk Factors - You are specifically cautioned that there are significant legal and operational risks associated with having substantially all of ouroperations in China, including risks related to the legal, political and economic policies of the Chinese government, the relationsbetween China and the United States, and applicable PRC and United States regulations, which risks could result in a material changein our operations and/or cause the value of our securities to significantly decline or become worthless and affect Boqii HoldingLimited’s ability to offer or continue to offer its securities to investors. Moreover, the Chinese regulatory authorities may exercisesignificant oversight and discretion over the conduct of our business and may intervene in or influence our PRC subsidiaries’operations at any time. The PRC regulatory authorities also initiated a series of actions and statements to regulate busin