Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 August 2023

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 ☐

Entry Into a Material Definitive Agreement.

As previously announced, on July 28, 2023, Boqii Holding Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with VG Master Fund SPC (the “Investor”), under which, subject to specified terms and conditions, the Company may sell and issue in its discretion, up to $8.0 million of the Company’s American depositary shares (the “ADSs”) to the Investor. On August 16, 2023, the Company entered into an amendment to the Purchase Agreement to, among other things, (i) change the maximum amount of ADSs the Company may sell to the Investor to $7.0 million, and (ii) change the purchase price per ADS to eighty percent of the lowest daily closing price of the ADSs as reported on The NYSE during the five business days beginning on and including the date that the Investor receives the Company’s written purchase notice.

The foregoing description of the amendment to the Purchase Agreement is qualified in its entirety by reference to the full text of such amendment, which is attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit 10.1 and incorporated herein by reference.

This report shall not constitute an offer to sell or a solicitation of an offer to buy any ADSs, nor shall there be any sale of ADSs 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 other jurisdiction.

INCORPORATION BY REFERENCE

This Report of Foreign Private Issuer on Form 6-K, including Exhibit 10.1 hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-267919) of the Company, as amended and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibits:

10.1		Amendment No. 1 to Securities Purchase Agreement, dated August 16, 2023, by and between Boqii Holding Limited and VG Master Fund SPC

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:	Director, co-Chief Executive Officer and Chief Financial Officer

Date: August 16, 2023

Exhibit 10.1

AMENDMENT NO. 1

SECURITIES PURCHASE AGREEMENT

August 16, 2023

VG Master Fund SPC

94 Solaris Avenue, Camana Bay

PO Box 1348, Grand Cayman KY1-1108

Cayman Islands

Ladies and Gentlemen:

Reference is made to the Securities Purchase Agreement, dated July 28, 2023 (the “Purchase Agreement”), by and between VG Master Fund SPC, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Investor”) and Boqii Holding Limited, a Cayman Islands exempted company (the “Company”), pursuant to which the Investor has agreed to purchase, from time to time, and the Company has agreed to issue and sell, in its sole and absolute discretion, up to Eight Million Dollars ($8,000,000) of the Company’s American depositary shares (the “ADSs”), each ADS representing 4.5 Class A ordinary shares, par value $0.001 per share, of the Company. All capitalized terms used in this Amendment No. 1 to the Purchase Agreement between the Investor and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement. The Investor and the Company hereby agree as follows:

A. Amendments to the Purchase Agreement. The Purchase Agreement is amended as follows:

1.	The second whereas clause of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein and pursuant to the Registration Statement, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell in its sole and absolute discretion, up to Seven Million Dollars ($7,000,000) of the Company’s American depositary shares (the “ADSs”), each ADS representing 4.5 Class A ordinary shares, par value $0.001 per share, of the Company; and

2.	The definition of Commitment Amount in Section 1.1 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Commitment Amount” shall mean Seven Million Dollars ($7,000,000).

3.	The definition of Valuation Period in Section 1.1 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Valuation Period” shall mean the five (5) consecutive Business Days commencing on and including the Purchase Notice Date. For the avoidance of doubt, the Purchase Notice Date shall be the first Business Day in the Valuation Period.

4.	Section 2.2(a) of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

(a) PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. A Purchase Notice shall be deemed delivered on the Business Day (i) when Exhibit A (Form of Purchase Notice) is received by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been completed as confirmed by the Investor’s custodian or the account(s) designated by the Investor, provided, however, the next Business Day shall be the Purchase Notice Date if the applicable Purchase Notice Shares are received by the Investor’s custodian or the account(s) designated by the Investor after 9:00 am New York Time, unless waived by the Investor (the “Purchase Notice Date”). Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.

5.	The following subsection shall be added to the end of Section 2.2(a) of the Purchase Agreement:

(c) Method of Offer and Sale. The ADSs may be offered and sold (A) in privately negotiated transactions with the prior written consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the ADSs.

6.	Section 5.2 of Article V of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

Section 5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of ADSs will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market. The Investor is not a “broker” or a “dealer” within the meanings of Section 3 of the Exchange Act and the Investor’s performance of any of its obligations under this Agreement or dealing with the securities of the Company on the open market is in compliance with the relevant rules and regulations, including but not limited to, Rule 15a-6 of the Exchange Act.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Purchase Agreement shall continue in full force and effect.

C. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

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If the foregoing correctly sets forth the understanding among the Company and the Investor, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Purchase Agreement between the Company and the Investor.

	Very truly yours,

	Boqii Holding Limited

	By:	/s/ Lisa (Yingzhi Tang)
	Name:	Lisa (Yingzhi) Tang
	Title:	Co-Chief Executive Officer and Chief Financial Officer

	VG Master Fund SPC

	By:	/s/ Jessica Liu
	Name:	Jessica Liu
	Title:	Managing Partner