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 December 2024
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 ☐
INCORPORATION BY REFERENCE
This report on Form 6-K, including Exhibit 99.1
filed herto, shall be incorporated by reference into the Registration Statement on Form F-3, as amended (File No. 333-267919), of
Boqii Holding Limited, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT INDEX
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: December 31, 2024
2
Exhibit
99.1
Boqii
Announces Fiscal 2025 First Half Unaudited Financial Results
SHANGHAI,
December 31, 2024 (PR Newswire)—Boqii Holding Limited (“We,” “Boqii” or the “Company”) (NYSE
American: BQ), a leading pet-focused platform in China, today announced its unaudited financial results for the first half of fiscal
2025 (i.e., the six months ended September 30, 2024).
Fiscal
2025 First Half Operational and Financial Highlights
| ● | Total
revenues were RMB249.7 million (US$35.6 million), compared to RMB389.4 million in the
first half of fiscal 2024. |
| ● | Loss
from operations was RMB27.0 million (US$3.9 million), representing a decrease of 14.7%
from RMB31.7 million for the first half of fiscal 2024. |
| ● | Net
loss was RMB29.6 million (US$4.2 million), representing a decrease of 21.6% from RMB37.7
million in the first half of fiscal 2024. |
| ● | Diluted
net loss per share was RMB0.28 (US$0.04), representing a decrease of 46.7% from diluted
net loss per share of RMB0.52 for the first half of fiscal 2024. |
| ● | EBITDA1
was a loss of RMB25.0 million (US$3.6 million), representing a decrease of 25.4% from
a loss of RMB 33.5 million in the first half of fiscal 2024. |
| ● | Total
GMV2 was RMB538.2 million (US$76.7 million), compared to RMB903.0 million
in the first half of fiscal 2024. |
CEO &
CFO Quote
Mr.
Hao Liang, Boqii’s Founder, Chairman and Chief Executive Officer commented, “Despite persistently pessimistic social expectations
and increasingly weak consumption in the first half of fiscal 2025, we have demonstrated our resilience. Our private labels are riding
a wave of thriving development, showing the effectiveness of our strategic focus on that area. The number of SKUs for our private labels
has increased from 3,088 in the first half of fiscal 2024 to 3,546 in the firt half of fiscal 2025, the revenue share of our private
labels increased from 27.5% to 29.0%, and we also saw the gross margin of our private labels rose by 330 basis points from 29.9% to 33.2%.
This gives us a strong foundation and we remain energized for the future.”
Ms.
Yingzhi (Lisa) Tang, Boqii’s Co-Founder, Co-CEO and CFO commented, “Besides fostering the progress of our private labels,
we have implemented cost-saving measures and enhanced efficiency by optimizing our supply chain operations and simplifying our organizational
hierarchy in the first half of fiscal 2025. The implementation of these measures has resulted in a reduction of our fulfillment expenses
as a percentage of total revenue, from 8.9% in the first half of fiscal 2024 to 7.5% in the first half of fiscal 2025. This reduction
has underpinned a positive shift in our post-fulfillment profit margin, which saw an increase from 11.2% to 13.3%. Furthermore, there
has been a notable decrease in our sales and marketing expenses by 21.3% and our general and administrative expenses by 22.5%, when compared
to the corresponding period in fiscal 2024. These adjustments have collectively contributed to a 21.6% decrease in our net loss. We believe
the strengthening of our financial results affirms that our business approach and strategic initiatives are effectively aligned with
our goals, and we are committed to generating ongoing value for our consumers and investors alike in the time ahead.”
| 1 | EBITDA
refers to net income/(loss) excluding income tax expenses, interest expense, interest income,
depreciation and amortization expenses. EBITDA is a Non-GAAP financial measurement. See the
section titled “Non-GAAP Financial Measures” for more information about EBITDA. |
| 2 | GMV
refers to gross merchandise volume, which is the total value of confirmed orders placed with
us and sold through distribution model or drop shipping model where we act as a principal
in the transaction regardless of whether the products are delivered or returned, calculated
based on the listed prices of the ordered products without taking into consideration any
discounts. The total GMV amount (i) includes GMV of products sold by Nanjing Xingmu Biotechnology
Co., Ltd., (ii) excludes products sold through consignment model and (iii) excludes the value
of services offered by us. GMV is subject to future adjustments (such as refunds) and represents
only one measure of the Company’s performance and should not be relied on as an indicator
of our financial results, which depend on a variety of factors. |
Fiscal
2025 First Half Financial Results
Total
revenues were RMB249.7 million (US$35.6 million), compared to RMB389.4 million for the first half of fiscal 2024. The decrease was
a result of our business strategy to focus more on increasing profitability instead of volume of sales.
| |
Six
Months Ended
September 30, | | |
| |
| | |
2024 | | |
2023 | | |
Change | |
| Revenues
(in millions, except for percentages) | |
RMB | | |
RMB | | |
% | |
| Product sales | |
| 232.7 | | |
| 374.1 | | |
| (37.8 | ) |
| ● Boqii Mall | |
| 112.5 | | |
| 149.9 | | |
| (24.9 | ) |
| ● Third party
e-commerce platforms | |
| 120.2 | | |
| 224.2 | | |
| (46.4 | ) |
| Online marketing and
information services and other revenue | |
| 17.0 | | |
| 15.3 | | |
| 11.1 | |
| Total | |
| 249.7 | | |
| 389.4 | | |
| (35.9 | ) |
Gross
profit was RMB51.7 million (US$7.4 million), compared to RMB77.9 million for the first half of fiscal 2024.
Gross
margin was 20.7%, representing an increase of 70 basis points from 20.0% for the first half of fiscal 2024.
Operating
expenses were RMB79.3 million (US$11.3 million), representing a decrease of 29.3% from RMB112.0 million for the first half of fiscal
2024.
| ● | Fulfillment
expenses were RMB18.6 million (US$2.7 million), representing a decrease of 46.0% from
RMB34.5 million for the first half of fiscal 2024, which is primarily due to the decrease
in shipping and warehousing expenses, resulting from more utilization of fulfillment centers.
Fulfillment expenses as a percentage of total revenues were 7.5%, down from 8.9% for the
first half of fiscal 2024. |
| ● | Sales
and marketing expenses were RMB35.8 million (US$5.1 million), representing a decrease
of 21.3% from RMB45.4 million for the first half of fiscal 2024. The decrease was primarily
due to (i) the decrease in advertising expenses of RMB1.0 million, as a result of cost-saving
efforts; (ii) the decrease in third-party commisions of RMB3.2 million as a result of decline
in revenues; and (iii) the decrease in staff costs of RMB4.4 million related to the employee
layoffs. |
| ● | General
and administrative expenses were RMB24.9 million (US$3.6 million), representing a decrease
of 22.5% from RMB32.2 million for the first half of fiscal 2024. The decrease was primarily
due to (i) the decrease in professional fees amount to RMB2.1 million, resulting from less
financing transactions in the first half of fiscal 2025, (ii) the decrease in allowance for
expected credit losses of RMB2.5 million, and (iii) the decrease in staff costs of RMB2.0
million related to the employee layoffs. |
Loss
from operations was RMB27.0 million (US$3.9 million), representing a decrease of 14.7% from RMB31.7 million for the first half of
fiscal 2024.
Net
loss was RMB29.6 million (US$4.2 million), representing a decrease of 21.6% from a loss of RMB37.7 million in the first half of fiscal
2024.
EBITDA
was a loss of RMB25.0 million (US$3.6 million), representing a decrease of 25.4% from a loss of RMB 33.5 million in the first half
of fiscal 2024. See the section titled “Non-GAAP Financial Measures” for more information about EBITDA.
Diluted
net loss per share was RMB0.28 (US$0.04), representing a decrease of 46.7% from diluted net loss per share of RMB0.52 for the first
half of fiscal 2024.
Total
cash and cash equivalents and short-term investments were RMB46.2 million (US$6.6 million) as of September 30, 2024, compared to
RMB72.7 million as of March 31, 2024.
About
Boqii Holding Limited
Boqii
Holding Limited (NYSE American: BQ) is a leading pet-focused platform in China. The Company is the leading online destination for pet
products and supplies in China with its 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. The Company’s online sales platforms, including
Boqii Mall and its 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. The Company’s Boqii Community provides an informative
and interactive content platform for users to share their knowledge and love for pets.
Forward
Looking Statements
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, 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 U.S. Securities and Exchange Commission. All information provided in this press release
is as of the date hereof, and the Company does not undertake any duty to update such information, except as required under applicable
law.
Non-GAAP
Financial Measures
The
Company uses non-GAAP financial measures, namely non-GAAP net income/(loss), non-GAAP net loss margin, EBITDA and EBITDA margin, in evaluating
its operating results and for financial and operational decision-making purposes. The Company defines (i) non-GAAP net income/(loss)
as net income/(loss) excluding fair value change of derivative liabilities and share-based compensation expenses, (ii) non-GAAP net loss
margin as non-GAAP net loss as a percentage of total revenues, (iii) EBITDA as net income/(loss) excluding income tax expenses, interest
expenses, interest income, depreciation and amortization, and (iv) EBITDA margin as EBITDA as a percentage of total revenues. The Company
believes non-GAAP net income/(loss), non-GAAP net loss margin, EBITDA and EBITDA margin enhance investors’ overall understanding
of its financial performance and allow for greater visibility with respect to key metrics used by its management in its financial and
operational decision-making.
These
non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The presentation of these
non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and
presented in accordance with U.S. GAAP.
The
non-GAAP financial measures have limitations as analytical tools. The Company’s non-GAAP financial measures do not reflect all
items of income and expense that affect the Company’s operations or not represent the residual cash flow available for discretionary
expenditures. These non-GAAP financial measures may not be calculated in the same manner by all companies, and they may not be comparable
to other similarly titled measures used by other companies. The Company compensates for these limitations by reconciling the non-GAAP
financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance.
For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section
of accompanying tables titled “Reconciliation of GAAP and Non-GAAP Results.” The Company encourages investors and others
to review its financial information in its entirety and not rely on any single financial measure.
Exchange
Rate
This press release contains translations of certain RMB amounts into U.S.
dollars (“USD,” or “US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated,
all translations from RMB to USD were made at the rate of RMB7.0176 US$1.00, the exchange rate on September 30, 2024 as set forth in the
H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred to could
be converted into USD or RMB, as the case may be, at any particular rate or at all.
For
investor inquiries, please contact:
Boqii
Holding Limited
Investor
Relations
Tel:
+86-21-6882-6051
Email: ir@boqii.com
BOQII
HOLDING LIMITED
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(All
amounts in thousands, except for share and per share data, unless otherwise noted)
| | |
As
of March
31, 2024 | | |
As
of September 30, 2024 | | |
As
of September 30, 2024 | |
| | |
RMB | | |
RMB | | |
US$ | |
| | |
| | |
| | |
| |
| ASSETS | |
| | |
| | |
| |
| Current
assets: | |
| | |
| | |
| |
| Cash
and cash equivalents | |
| 72,722 | | |
| 46,244 | | |
| 6,590 | |
| Accounts
receivable, net | |
| 50,118 | | |
| 47,133 | | |
| 6,716 | |
| Inventories,
net | |
| 55,189 | | |
| 45,122 | | |
| 6,430 | |
| Prepayments
and other current assets | |
| 94,518 | | |
| 110,604 | | |
| 15,762 | |
| Amounts
due from related parties | |
| 5,704 | | |
| 19,692 | | |
| 2,806 | |
| Total
current assets | |
| 278,251 | | |
| 268,795 | | |
| 38,304 | |
| Non-current
assets: | |
| | | |
| | | |
| | |
| Property
and equipment, net | |
| 3,103 | | |
| 3,769 | | |
| 537 | |
| Intangible
assets | |
| 17,910 | | |
| 16,115 | | |
| 2,296 | |
| Operating
lease right-of-use assets | |
| 8,951 | | |
| 6,832 | | |
| 974 | |
| Long-term
investments | |
| 65,887 | | |
| 65,656 | | |
| 9,356 | |
| Amounts
due from related parties, non-current | |
| 5,658 | | |
| 4,464 | | |
| 636 | |
| Other
non-current asset | |
| 3,455 | | |
| 1,718 | | |
| 245 | |
| Total
non-current assets | |
| 104,964 | | |
| 98,554 | | |
| 14,044 | |
| Total
assets | |
| 383,215 | | |
| 367,349 | | |
| 52,348 | |
| LIABILITIES,
MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | | |
| | |
| Current
liabilities | |
| | | |
| | | |
| | |
| Short-term
borrowings | |
| 15,213 | | |
| 13,138 | | |
| 1,872 | |
| Accounts
payable | |
| 24,279 | | |
| 42,735 | | |
| 6,090 | |
| Salary
and welfare payable | |
| 2,972 | | |
| 2,173 | | |
| 310 | |
| Accrued
liabilities and other current liabilities | |
| 16,667 | | |
| 16,989 | | |
| 2,421 | |
| Contract
liabilities | |
| 1,579 | | |
| 119 | | |
| 17 | |
| Operating
lease liabilities, current | |
| 5,613 | | |
| 5,264 | | |
| 750 | |
| Derivative
liabilities | |
| 5,721 | | |
| 5,721 | | |
| 815 | |
| Total
current liabilities | |
| 72,044 | | |
| 86,139 | | |
| 12,275 | |
| Non-current
liabilities | |
| | | |
| | | |
| | |
| Deferred
tax liabilities | |
| 3,234 | | |
| 2,789 | | |
| 397 | |
| Operating
lease liabilities, non-current | |
| 3,115 | | |
| 1,352 | | |
| 193 | |
| Other
debts, non-current | |
| 43,941 | | |
| 40,727 | | |
| 5,804 | |
| Total
non-current liabilities | |
| 50,290 | | |
| 44,868 | | |
| 6,394 | |
| Total
liabilities | |
| 122,334 | | |
| 131,007 | | |
| 18,669 | |
| | |
| | | |
| | | |
| | |
| Mezzanine
equity | |
| | | |
| | | |
| | |
| Redeemable
non-controlling interests | |
| 7,963 | | |
| 8,372 | | |
| 1,193 | |
| Total
mezzanine equity | |
| 7,963 | | |
| 8,372 | | |
| 1,193 | |
| Stockholders’
equity: | |
| | | |
| | | |
| | |
| Class
A ordinary shares | |
| 962 | | |
| 962 | | |
| 137 | |
| Class
B ordinary shares | |
| 82 | | |
| 82 | | |
| 12 | |
| Additional
paid-in capital | |
| 3,329,675 | | |
| 3,329,727 | | |
| 474,482 | |
| Statutory
reserves | |
| 3,876 | | |
| 3,876 | | |
| 552 | |
| Accumulated
other comprehensive loss | |
| (39,478 | ) | |
| (40,430 | ) | |
| (5,761 | ) |
| Accumulated
deficit | |
| (3,060,405 | ) | |
| (3,088,140 | ) | |
| (440,056 | ) |
| Receivable
for issuance of ordinary shares | |
| (16,031 | ) | |
| (10,093 | ) | |
| (1,438 | ) |
| Total
Boqii Holding Limited shareholders’ equity | |
| 218,681 | | |
| 195,984 | | |
| 27,928 | |
| Non-controlling
interests | |
| 34,237 | | |
| 31,986 | | |
| 4,558 | |
| Total
shareholders’ equity | |
| 252,918 | | |
| 227,970 | | |
| 32,486 | |
| Total
liabilities, mezzanine equity and shareholders’ equity | |
| 383,215 | | |
| 367,349 | | |
| 52,348 | |
BOQII
HOLDING LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(All
amounts in thousands, except for share and per share data, unless otherwise noted)
| | Six
Months Ended September 30, | |
| | |
2023 | | |
2024 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ | |
| | |
| | |
| | |
| |
| Net
revenues: | |
| | |
| | |
| |
| Product
sales | |
| 374,102 | | |
| 232,713 | | |
| 33,161 | |
| Online
marketing and information services and other revenue | |
| 15,269 | | |
| 16,942 | | |
| 2,414 | |
| Total
revenues | |
| 389,371 | | |
| 249,655 | | |
| 35,575 | |
| Total
cost of revenue | |
| (311,435 | ) | |
| (197,961 | ) | |
| (28,209 | ) |
| Gross
profit | |
| 77,936 | | |
| 51,694 | | |
| 7,366 | |
| Operating
expenses: | |
| | | |
| | | |
| | |
| Fulfillment
expenses | |
| (34,499 | ) | |
| (18,614 | ) | |
| (2,652 | ) |
| Sales
and marketing expenses | |
| (45,370 | ) | |
| (35,726 | ) | |
| (5,091 | ) |
| General
and administrative expenses | |
| (32,169 | ) | |
| (24,919 | ) | |
| (3,551 | ) |
| Other
income, net | |
| 2,401 | | |
| 523 | | |
| 75 | |
| Loss
from operations | |
| (31,701 | ) | |
| (27,042 | ) | |
| (3,853 | ) |
| Interest
income | |
| 2,008 | | |
| 730 | | |
| 104 | |
| Interest
expense | |
| (3,079 | ) | |
| (3,163 | ) | |
| (451 | ) |
| Other
gain/(losses), net | |
| (2,283 | ) | |
| (447 | ) | |
| (64 | ) |
| Fair
value change of derivative liabilities | |
| (3,216 | ) | |
| - | | |
| - | |
| Loss
before income tax expenses and share of results of equity investees | |
| (38,271 | ) | |
| (29,922 | ) | |
| (4,264 | ) |
| Income
taxes expenses | |
| 482 | | |
| 445 | | |
| 63 | |
| Share
of results of equity investees | |
| 67 | | |
| (100 | ) | |
| (14 | ) |
| Net
loss | |
| (37,722 | ) | |
| (29,577 | ) | |
| (4,215 | ) |
| Less:
Net loss attributable to the non-controlling interest shareholders | |
| (677 | ) | |
| (2,251 | ) | |
| (321 | ) |
| Net
loss attributable to Boqii Holding Limited | |
| (37,045 | ) | |
| (27,326 | ) | |
| (3,894 | ) |
| Accretion
on redeemable non-controlling interests to redemption value | |
| (371 | ) | |
| (410 | ) | |
| (58 | ) |
| Net
loss attributable to Boqii Holding Limited’s ordinary shareholders | |
| (37,416 | ) | |
| (27,736 | ) | |
| (3,952 | ) |
| | |
| | | |
| | | |
| | |
| Net
loss | |
| (37,722 | ) | |
| (29,577 | ) | |
| (4,215 | ) |
| Other
comprehensive income/(loss): | |
| | | |
| | | |
| | |
| Foreign
currency translation adjustment, net of nil tax | |
| 2,849 | | |
| (952 | ) | |
| (136 | ) |
| Unrealized
securities holding loss | |
| (1,425 | ) | |
| - | | |
| - | |
| Total
comprehensive loss | |
| (36,298 | ) | |
| (30,529 | ) | |
| (4,351 | ) |
| Less:
Total comprehensive loss attributable to non-controlling interest shareholders | |
| (677 | ) | |
| (2,251 | ) | |
| (321 | ) |
| Total
comprehensive loss attributable to Boqii Holding Limited | |
| (35,621 | ) | |
| (28,278 | ) | |
| (4,030 | ) |
| |
| | | |
| | | |
| | |
| Net
loss attributable to Boqii Holding Limited’s ordinary shareholders | |
| | | |
| | | |
| | |
| — basic | |
| (0.52 | ) | |
| (0.28 | ) | |
| (0.04 | ) |
| — diluted | |
| (0.52 | ) | |
| (0.28 | ) | |
| (0.04 | ) |
| Weighted
average number of ordinary shares | |
| | | |
| | | |
| | |
| —
basic | |
| 72,332,794 | | |
| 100,637,760 | | |
| 100,637,760 | |
| — diluted | |
| 72,332,794 | | |
| 100,637,760 | | |
| 100,637,760 | |
Boqii
Holding Limited
Reconciliation
of GAAP and Non-GAAP Results
(All
amounts in thousands, except for percentages)
| | |
Six
Months Ended
September 30, | |
| | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | |
| | |
| | |
| |
| Net loss | |
| (37,722 | ) | |
| (29,577 | ) |
| Fair value change of derivative liabilities | |
| 3,216 | | |
| - | |
| Share-based compensation
expenses | |
| 290 | | |
| 52 | |
| Non-GAAP net loss | |
| (34,216 | ) | |
| (29,525 | ) |
| Non-GAAP net loss margin | |
| (8.8 | )% | |
| (11.8 | )% |
| | |
Six
Months Ended
September 30, | |
| | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | |
| | |
| | |
| |
| Net loss | |
| (37,722 | ) | |
| (29,577 | ) |
| Income tax expenses | |
| (482 | ) | |
| (445 | ) |
| Interest expenses | |
| 3,079 | | |
| 3,163 | |
| Interest income | |
| (2,008 | ) | |
| (730 | ) |
| Depreciation and
amortization | |
| 3,641 | | |
| 2,617 | |
| EBITDA | |
| (33,492 | ) | |
| (24,972 | ) |
| EBITDA margin | |
| (8.6 | )% | |
| (10.0 | )% |
6
Boqii (AMEX:BQ)
過去 株価チャート
から 12 2024 まで 1 2025
Boqii (AMEX:BQ)
過去 株価チャート
から 1 2024 まで 1 2025
