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                             September 25, 2020

       Yinghzi (Lisa) Tang
       Director, 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. 1 to
Registration Statement on Form F-1
                                                            Filed September 22,
2020
                                                            File No. 333-248641

       Dear Ms. Tang:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 21, 2020 letter.

       Amendment No. 1 to Form F-1 filed September 22, 2020

       Capitalization, page 73

   1.                                                   Please tell us and
disclose the nature and terms of the adjustments to other debts, non-
                                                        current and receivable
for issuance of ordinary shares in the pro forma as adjusted
                                                        column. Also, tell us
why these adjustments and pro forma as adjusted adjustment (vi)
                                                        discussed on page 73
were excluded from the pro forma column.
 Yinghzi (Lisa) Tang
FirstName LastNameYinghzi (Lisa) Tang
Boqii Holding  Ltd
Comapany 25,
September  NameBoqii
               2020 Holding Ltd
September
Page 2    25, 2020 Page 2
FirstName LastName
Dilution, page 77

2.       Please provide us your calculations for amounts per ordinary share and
per ADS of pro
         forma net tangible book value before the offering and after the
offering as well as for
         dilution in net tangible book value to new investors.
3.       Please tell us your rationale for not deducting your mezzanine equity
and non-controlling
         interests in arriving at your net tangible book value as of June 30,
2020. Also, tell us your
         rationale for not deducting non-controlling interests in arriving at
the pro forma net
         tangible book value amounts. Alternatively, revise your computations
and disclosures
         accordingly.
Taxation, page 212

4.       We note your revisions in response to our prior comment five. However,
it does not
         appear that you have provided a firm opinion as to the material tax
consequences set forth
         in this section. For example, your disclosure notes that "it is
expected" that distributions
         will be reported to U.S. Holders as dividends and "may be" taxable at
a favorable rate,
         provided you are not a PFIC, and that gains on the sale of ADSs or
Class A ordinary
         shares "may be" subject to PRC taxes. Because your short-form opinion
states that the
         opinion of counsel is set forth in full under the caption "Taxation --
Material U.S. Federal
         Income Tax Considerations," the disclosure in the prospectus serves as
the tax
         opinion disclosure must clearly identify and articulate the opinions
being rendered. If
         there are sections of the disclosure that you do not intend to be the
opinion of counsel,
         such as the discussion under "Passive Foreign Investment Company
Rules," or any other
         subheadings in this section, please revise your disclosure and
short-form opinion to clarify
         the precise sections that represent counsel's opinion. In those
sections the disclosure
         should clearly identify each material tax consequence being opined
upon, set forth
         counsel's opinion as to each identified item, and set forth the basis
for the opinion. If
         counsel is unable to set forth a firm conclusion, counsel can issue a
"should" or "more
         likely than not" opinion, as specified in Staff Legal Bulletin 19.

       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:      Kevin Zhang, Esq.