June 12, 2025

Yingzhi (Lisa) Tang
Co-Chief Executive Officer and Chief Financial Officer
Boqii Holding Ltd
Building 9, No. 388, Shengrong Road, Pudong
New District, Shanghai 201210, People   s Republic of China

       Re: Boqii Holding Ltd
           Amendment No. 2 to Registration Statement on Form F-1
           Filed May 30, 2025
           File No. 333-286239
Dear Yingzhi (Lisa) Tang:

     We have reviewed your amended registration statement and have the
following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 27, 2025
letter.

Amendment No. 2 to Registration Statement on Form F-1 Filed May 30, 2025
Permissions and Approvals Required from PRC Authorities, page 19

1.     We note your revised disclosure in response to prior comment 1. Please
revise to
       include the disclosure you deleted regarding:
           your ability to offer the securities being registered to foreign
investors;
           whether you have received all requisite permissions or approvals
from the CSRC,
           CAC, or any other PRC governmental agency; and
           the consequences if you, your subsidiaries, or the VIEs (i) do not
receive or
           maintain such permissions or approvals, (ii) inadvertently conclude
that such
           permissions or approvals are not required, or (iii) applicable laws,
regulations, or
           interpretations change and you are required to obtain such
permissions or
           approvals in the future.
 June 12, 2025
Page 2

       Please contact Cara Wirth at 202-551-7127 or Dietrich King at
202-551-8071 with
any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:   Ben Smolij