6-K

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 June 2025

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 ☐

Explanatory Note

On June 26, 2025, Boqii Holding Limited (the “Company”) held an extraordinary general meeting in Shanghai (the “EGM”).

The Company hereby submits this current report on Form 6-K (the “Report”) to furnish (i) the voting results of the EGM and (ii) a press release announcing the Company’s plan to terminate the Deposit Agreement dated September 29, 2020 among the Company, The Bank of New York Mellon (the “Depositary”), and the owners and holders of American depositary shares and a reverse stock split, as set forth in Exhibit 99.1 hereto.

Submission of Matters to a Vote of Security Holders.

On June 26, 2025, the Company held EGM at 9:30 a.m. local time at Building 9, No. 388, Shengrong Road, Pudong, New District, Shanghai 201210, People’s Republic of China. Three items of business were acted upon by the Company’s shareholders at the Meeting, each of which was approved by the shareholders. The voting results were as follows:

Proposal No. 1. To approve as an ordinary resolution, a reverse share split (the “Reverse Split”) of the Company’s issued and unissued shares at a ratio of one (1)-for-one hundred sixty (160) so that following such Reverse Split, the authorized share capital of the Company will be US$20,000,000 divided into 125,000,000 shares of par value of US$0.16 each, comprising (a) 93,750,000 Class A Ordinary Shares of par value of US$0.16 each; (b) 12,500,000 Class B Ordinary Shares of par value of US$0.16 each; and (c) 18,750,000 shares of US$0.16 each of such Class or Classes (however designated) as the Board may determine in accordance with the M&A;

Voting Shareholders	For			Against			Abstain
Class A Shareholders*
		185,355,000
Class B Shareholders*
Merchant Tycoon Limited		260,754,580
ADR Holders**
The Bank of New York Mellon		1,071,450			346,500
Total (Votes)		447,181,030			346,500
Total (%)		99.92	%		0.08	%

Proposal 2: By special resolution, to amend the Thirteenth Amended and Restated Articles of Association of the Company currently in effect (the “M&A”) to reduce deemed service date for notice served by post under Article 171(a) of the M&A from five (5) calendar days to three (3) calendar days (the “Amendment to M&A”) counting from the date service is deemed to occur as provided in the M&A and to amend and restate the M&A by their deletion in their entirety and to substitute in their place the Fourteenth Amended and Restated Memorandum and Articles of Association (the “Fourteenth M&A”);

Voting Shareholders	For			Against			Abstain
Class A Shareholders*
		185,355,000
Class B Shareholders*
Merchant Tycoon Limited		260,754,580
ADR Holders**
The Bank of New York Mellon		982,500			366,600			68,850
Total (Votes)		447,092,080			366,600			68,850
Total (%)		99.92	%		0.08	%

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Proposal 3: Subject to the Shareholders’ approval of Proposal One and the Board’s implementation of the Reverse Split, to suspend the trading of the Company’s Shares represented by American Depositary Shares (“ADSs”), terminate the deposit agreement for the ADSs among the Company, its depositary bank, The Bank of New York Mellon (the “Depositary”), and the owners and holders of the ADSs representing the Company’s Class A ordinary shares, the exchange of ADSs for the corresponding Class A ordinary shares of the Company and commence trading of the Company’s Class A ordinary shares on the NYSE American (“AMEX”) upon the effectiveness of the Reverse Split.

Voting Shareholders	For			Against			Abstain
Class A Shareholders*
		185,355,000
Class B Shareholders*
Merchant Tycoon Limited		260,754,580
ADR Holders**
The Bank of New York Mellon		988,200			369,000			60,750
Total (Votes)		447,097,780			369,000			60,750
Total (%)		99.92	%		0.08	%

* In respect of matters requiring the votes of shareholders in the extraordinary general meeting, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes.

** The results of the ADR tabulation are expressed in Class A ordinary shares.

INCORPORATION BY REFERENCE

This Report shall be incorporated by reference into the Company’s registration statement on Form F-3, as amended, which became effective on November 23, 2022 (File no. 333-267919), and be a part thereof from the date on which this Report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release

3

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: June 27, 2025

4

EX-99.1

Exhibit 99.1

Boqii Announces Plan to End ADR Program and Consolidate Ordinary Shares to Trade on AMEX

SHANGHAI, June 27, 2025 -- Boqii Holding Limited (“Boqii” or the “Company”) (NYSE American: BQ) today announced that it will terminate the Deposit Agreement dated September 29, 2020 (the “Termination”), among the Company, The Bank of New York Mellon (the “Depositary”), and the owners and holders of American depositary shares (the “ADSs”) from time to time in the near future, which was approved by its shareholders on June 26, 2025. In conjunction with this Termination, the Company will effect a reverse stock split, consolidating every 160 ordinary shares into one new ordinary share (the “Reverse Split”). 

In connection with the termination of the Company’s ADR facility and Reverse Split, the Company plans to list its Class A ordinary shares for trading on NYSE American LLC (“AMEX”) in substitution for the ADSs (the “Substitution Listing”). The Company expects that, upon the effectiveness of the Substitution Listing, its ADSs will cease to be listed on AMEX while the Class A ordinary shares represented by the ADSs will trade on AMEX under the symbol of “BQ.” The Company has appointed VStock Transfer, LLC as its transfer agent in the United States for its ordinary shares. The new Committee on Uniform Securities Identification Procedures (CUSIP) for the Company’s Class A ordinary shares number is G1311F119. 

About Boqii Holding Limited

Boqii Holding Limited (NYSE American: BQ) is a leading pet-focused platform in China. It is the leading online destination for pet products and supplies in China with a broad selection of high-quality products including global leading brands, local emerging brands, and its own private label, Yoken, Mocare and D-cat, offered at competitive prices. Boqii’s online sales platforms, including Boqii Mall and our flagship stores on third-party e-commerce platforms, provide customers with convenient access to a wide selection of high-quality pet products and an engaging and personalized shopping experience. Its Boqii Community provides an informative and interactive content platform for users to share their knowledge and love for pets.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”), in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Further information regarding such risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor inquiries, please contact:

Boqii Holding Limited
Investor Relations
Tel: +86-21-6882-6051
Email: ir@boqii.com