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                            September 21, 2020

       Yinghzi (Lisa) Tang
       Director, Co-Chief Executive Officer and Chief Financial Officer
       Boqii Holding Ltd
       Floor 6, Building 1, No. 399
       Shengxia Road, Pudong New District
       Shanghai 201203
       People's Republic of China

                                                        Re: Boqii Holding Ltd
                                                            Registration
Statement on Form F-1
                                                            Filed September 8,
2020
                                                            File No. 333-248641

       Dear Ms. Tang:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-1 filed September 8, 2020

       Risk Factors, page 60

   1.                                                   We note your risk
factors that discuss your dual-class ordinary shares. Please revise
                                                        to disclose that future
issuances of Class B ordinary shares may be dilutive to the voting
                                                        power of Class A
ordinary shareholders. Please also disclose the impact of the conversion
                                                        of Class B ordinary
shares on holders of Class A ordinary shares, including dilution and
                                                        the reduction in
aggregate voting power, as well as the potential increase in the relative
                                                        voting power if one of
the Class B holders retains their shares. Please include similar
                                                        disclosure under
"Description of Share Capital."
 Yinghzi (Lisa) Tang
FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding  Ltd
Comapany 21,
September  NameBoqii
               2020 Holding Ltd
September
Page 2    21, 2020 Page 2
FirstName LastName



Market Competition Landscapes, page 121

2.       We note your three-part response to our prior comment 3. Please revise
your registration
         statement to include disclosure that is similar to your part two and
three responses to our
         comment, including whether the calculation of GMV differs for those
companies that are
         generic platforms versus pet-focused platforms and how you determined
the specific
         GMV for pet products for the generic retailers.
Description of Share Capital, page 185

3.       Please explain how, with your dual-class structure with different
voting rights, you will
         determine whether more than 50 percent of your outstanding voting
securities are owned
         of record by U.S. residents for purposes of satisfying the foreign
private issuer definition.
         Please refer to Securities Act Rule 405, Exchange Act Rule 3b-4, and
Securities Act Rules
         Compliance and Disclosure Interpretation 203.17.
4.       Please disclose the percentage of outstanding shares that Class B
ordinary shareholders
         must keep to continue to control the outcome of matters submitted to
shareholders for
         approval.
Taxation, page 208

5.       We note your disclosure that this section is the opinion of Davis Polk
& Wardwell LLP as
         to the U.S. tax consequences of this transaction. Please file either a
short-form or long-
         form opinion of counsel as an exhibit to the registration statement.
Please also revise the
         disclosure to express a conclusion for each material federal tax
consequence, and remove
         statements stating that these are the tax consequences "in general" or
that certain tax
         consequences will "generally" apply, or that this section is a
"discussion." Refer to Item
         601 of Regulation S-K and Section III.A of Staff Legal Bulletin No.
19.
6.       Please revise this section of the registration statement to state that
the disclosure relating
         to Cayman Islands Taxation is the opinion of Maples and Calder (Hong
Kong) LLP and
         the disclosure relating to the People   s Republic of China Taxation
is the opinion of
         Commerce & Finance Law Offices. Please also revise to present a
conclusion for each
         material tax consequence in the disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Yinghzi (Lisa) Tang
Boqii Holding Ltd
September 21, 2020
Page 3

       You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202)
551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127or Erin Jaskot at (202) 551-3442 with any
other questions.



                                                          Sincerely,
FirstName LastNameYinghzi (Lisa) Tang
                                                          Division of
Corporation Finance
Comapany NameBoqii Holding Ltd
                                                          Office of Trade &
Services
September 21, 2020 Page 3
cc:       Li He
FirstName LastName