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                             August 20, 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
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted August
13, 2020
                                                            CIK No. 0001815021

       Dear Ms. Tang:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No.1 to Draft Registration Statement on Form F-1 submitted
August 13, 2020

       Capitalization, page 68

   1.                                                   Please disclose why
receivable for issuance of preferred shares is presented in mezzanine
                                                        equity on a pro forma
basis.
 Yinghzi (Lisa) Tang
FirstName LastNameYinghzi   (Lisa) Tang
Boqii Holding  Ltd
Comapany
August 20, NameBoqii
           2020       Holding Ltd
August
Page 2 20, 2020 Page 2
FirstName LastName
Dilution, page 70

2.       Please show us how you calculated net tangible book value of $25.8
million as of March
         31, 2020.
Market Competition Landscapes, page 107

3.       We reissue in part our prior comment 5. Please disclose how the
calculation of GMV
         differs for each of the companies in the charts on page 108 and how
the various methods
         used by such companies may materially impact the information
presented. Please also
         explain whether the calculation of GMV differs for those companies
that are generic
         platforms versus pet-focused platforms. Finally, please tell us how
you determined the
         specific GMV for pet products for the generic retailers.
       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) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:      Li He