Boqii Holding Limited (BQ), a Chinese online pet-focused platform, saw its shares spike 32.5% in after-hours trading Wednesday, climbing to $2.65. That's a notable move for a stock that closed the regular session at $2, down 4.76% on the day.
So what sparked the sudden enthusiasm? The answer lies in an SEC filing that reveals a shifting corporate structure.
The Equity Repurchase Agreement
Boqii filed a Form 6-K with the Securities and Exchange Commission on Wednesday, disclosing an equity interest repurchase agreement dated Dec. 4. For those unfamiliar, Form 6-K is how foreign private issuers provide material information to U.S. investors—essentially their way of keeping American shareholders in the loop.
The deal involves Chao Guo and Zhongshu Zhai, founders of Nanjing Xingmu Biotechnology, a Chinese biotech firm affiliated with Boqii. These founders will repurchase a 14.5% equity stake in Nanjing Xingmu Biotechnology currently held by Shanghai Guangcheng, a variable interest entity of Boqii, for RMB 12.5 million (about $1.76 million) in cash installments.
According to the filing, each founder will acquire a 7.25% equity interest from Shanghai Guangcheng as part of the transaction.
Unwinding the VIE Structure
Here's where things get interesting from a corporate structure perspective. As part of the repurchase, the parties expect to terminate the contractual variable interest entity arrangements between Nanjing Xinmu Information Technology Co., Ltd., Nanjing Xingmu Biotechnology, and its shareholders, subject to conditions outlined in the repurchase agreement.
Under the current VIE arrangements, Nanjing Xinmu Information Technology consolidates Nanjing Xingmu's operating results into Boqii's financial statements under U.S. generally accepted accounting principles. The repurchase agreement also includes the usual representations, warranties, covenants, and indemnification provisions you'd expect in a transaction like this.
The Bigger Picture
Wednesday's after-hours surge offers a bright spot for a stock that's had a rough year. Boqii shares have fallen 50.62% year-to-date, reflecting broader challenges facing Chinese companies listed in the U.S.
The pet-focused platform currently has a market capitalization of just $7.16 million and trades in an annual range of $1.62 to $56.10—a dramatic spread that tells its own story about volatility. The stock shows a negative price trend across all time frames, suggesting investors have been skeptical about the company's prospects.
Whether Wednesday's announcement marks a turning point or just another chapter in a volatile story remains to be seen. But for now, the market seems to view the VIE unwinding as a positive development.