Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
VIA EDGAR
March 23, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attention: Robert Shapiro
| Re: | Skillful Craftsman Education Technology Ltd | |
| Form 20-F for the Fiscal Year Ended March 31, 2020 | ||
| Filed August 17, 2020 | ||
| File No. 001-39360 | ||
Dear Mr. Shapiro:
Skillful Craftsman Education Technology Ltd (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on February 23, 2021, regarding the Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2020 submitted to the Commission on August 17, 2020.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.
Form 20-F for the Fiscal Year Ended March 31, 2020
Note 7. Intangible assets, net, page 20
| 1. | Please disclose the estimated aggregate amortization expense of intangible assets for each of the five succeeding fiscal years. Refer to ASC 350-30-50-2(a)(3). |
Response: In response to the Staff’s comment, we intend to disclose the estimated amortization expense of intangible assets for each of the five succeeding fiscal years in the Company’s Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2021 (the “FY2021 Form 20-F”) to be filed with the Commission, in accordance with ASC 350-30-50-2(a)(3). This amortization amount is calculated based on the company’s net intangible assets on March 31, 2020. The courseware development in progress on March 31, 2020 will be completed and converted into intangible assets on schedule in 2021. It is estimated that it will be amortized from the completion date and will be fully amortized in 2026. The relevant intangible assets are amortized using the straight-line method over the next five years. We respectfully advise the Staff to reference Note 2 of the financial statements included in the Form 20-F “Summary of Significant Accounting Policies - g) Intangible assets” on page F-11 for relevant amortization policies. In addition, the amount is calculated at the exchange rate for U.S. dollars against RMB on March 31, 2020, which was US$1.00 for RMB7.0851, without considering the impact of exchange rate changes. We respectfully advise the Staff to reference Note 2 of the financial statements included in the Form 20-F “Summary of Significant Accounting Policies - t) Foreign currency translation” on page F-16 accordingly for details.
U.S. Securities and Exchange Commission
Division of Corporation Finance
March 23, 2021
Page 2 of 2
In response to Staff’s comment, the Company undertakes to include in its FY2021 Form 20-F the following table showing the estimated amortization expense of intangible assets for each of the five succeeding fiscal years:
| Items (in $) | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | Thereafter | Total | |||||||||||||||||||||
| Software | 889,190 | 790,391 | 790,391 | 790,391 | 197,598 | - | 3,457,961 | |||||||||||||||||||||
| Courseware | 4,278,105 | 4,128,862 | 2,717,340 | 705,706 | 705,706 | 646,897 | 13,182,617 | |||||||||||||||||||||
| Copyrights | 812,974 | 802,388 | 601,262 | 297,808 | 139,730 | - | 2,654,162 | |||||||||||||||||||||
| Aggregated amortized intangible assets | 5,980,269 | 5,721,641 | 4,108,993 | 1,793,906 | 1,043,034 | 646,897 | 19,294,740 | |||||||||||||||||||||
* * *
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Richard Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Xiaofeng Gao | |
| Name: Xiaofeng Gao | |
| Title: Chief Executive Officer |
cc: Ellenoff Grossman & Schole LLP