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United States securities and exchange commission logo
March 30, 2022
Xiaofeng Gao
Co-Chief Executive Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province 214000
Re: Skillful Craftsman
Education Technology Ltd
Amendment No. 3 to
Registration Statement on Form F-3
Filed on February
28, 2022
File No. 333-259498
Dear Mr. Gao:
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
January 27, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-3 filed February 28,
2022
Cover Page
1. We note your response
to comment 2, as well as your revised disclosure that "[a]s used in
this prospectus,
'Skillful Craftsman' refers to Skillful Craftsman Education Technology
Limited, and 'we,'
'us,' 'our company,' or 'our' refers to Skillful Craftsman Education
Technology Limited and
its subsidiaries, and, when describing our consolidated financial
information, also
includes the VIE and its subsidiary in China." We also note your
references to "our
variable interest entity" and the use of "we" to discuss activities by the
VIE and its
subsidiaries. Please refrain from using single terms to encompass both the
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
March 30, 2022
Page 2
entity in which investors are purchasing their interest and the entity
that is conducting the
business operations. Please maintain this distinction throughout the
prospectus and at all
times differentiate for investors between the entity in which they are
investing and the
entity that is conducting your business operations.
2. We note your response to comment 3 as well as your revised disclosure
that "[a]s of the
date of this prospectus, none of our subsidiaries have ever issued any
dividends or made
other distributions to us or their respective holding companies nor
have we or any of our
subsidiaries ever paid dividends or made other distributions to U.S.
investors" and your
quantification of cash flows "that have occurred between our PRC
subsidiary and the VIE,
and between our Cayman Islands holding company and the VIE." In
addition to cash
flows, dividends and distributions, please also address any transfers
made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to
investors, as you do on
page 7. As a related matter, please amend your disclosure to state
that to the extent cash in
the business is in the PRC or a PRC entity, and may need to be used to
fund operations
outside of the PRC, the funds may not be available due to limitations
placed by the
government, if true. Make conforming revisions on page 7. Also, as
previously requested,
please provide cross-references to the condensed consolidating
schedule and the
condensed consolidated financial statements.
3. We note your revised disclosure in response to comment 4 and reissue
the comment. Any
references to control or benefits that accrue to you because of the
VIE should be limited to
and clearly describe the conditions you met for consolidation of the
VIE under U.S.
GAAP. For example, we note your disclosure that "Skillful Craftsman .
.. . relies on
contractual arrangements among its PRC subsidiary, the VIE and the
VIE's nominee
shareholders to control the business operations of the VIE and its
subsidiary" and that you
"control and receive the economic benefits of the business operations
of the VIE and its
subsidiary through a series of contractual arrangements between our
PRC subsidiary, the
VIE and the VIE s shareholders, which we refer to as the VIE
Agreements." Please make
conforming revisions throughout your registration statement.
4. Please revise the last paragraph on your cover page to disclose that the
Commission
adopted rules to implement the Holding Foreign Companies Accountable Act
and that the
United States Senate has passed the Accelerating Holding Foreign
Companies
Accountable Act, as you do on pages 5 and 21.
FirstName LastNameXiaofeng Gao
5. We note your revised disclosure in response to comment 5. Please revise
to disclose that
Comapany NameSkillful
the risks Craftsman
you discuss Education
could affect Technology
the "value Ltd
of the securities you are
registering for sale"
March rather than
30, 2022 the 2"value of [y]our ordinary shares."
Page
FirstName LastName
Xiaofeng Gao
FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
Comapany
March NameSkillful Craftsman Education Technology Ltd
30, 2022
March3 30, 2022 Page 3
Page
FirstName LastName
6. Please revise your cover page and elsewhere as appropriate to disclose
whether you, your
subsidiaries, and VIE have cash management policies and discuss where
those policies are
memorialized. For example, discuss cash management policies regarding
limits on the
amounts of funds that can be transferred throughout your entities.
Prospectus Summary
Recent Regulatory Developments, page 3
7. We note your revised disclosure in response to comment 7 that "[a]s
advised by our PRC
legal counsel, we believe that we and our PRC subsidiaries are not
required to apply for a
cyber security review with CAC" and "based on the opinion of our PRC
legal counsel, we
believe that our PRC subsidiaries and the VIE are not subject to
permission requirements
or approval from the CSRC, the CAC, nor any other entity to approve
these contractual
arrangements." Please amend your disclosure to state explicitly
whether you have
obtained an opinion of counsel not only with respect to the relevant
CAC cybersecurity
review and the VIEs contractual arrangements, but with respect to all
permissions and
approvals that you, your subsidiaries or VIEs are required to obtain
to operate your
business and offer the securities being registered to foreign
investors. If you have not
obtained an opinion of counsel, please state as much and explain why.
Please make
conforming changes in the Risk Factor section.
We also note your disclosure on pages 24 that "our PRC legal counsel
has advised us that,
based on its understanding of the current PRC laws and regulations, we
will not be
required to submit an application to the CSRC or the CAC or other PRC
regulatory
authorities for the approval of the listing and trading of our
ordinary shares because (i) the
CSRC or the CAC or other PRC regulatory authorities" (emphasis added).
Please revise
to ensure your disclosure covers all permissions and approvals
required by you, your
subsidiaries and VIEs.
8. As a related matter, we note references to your PRC legal counsel here
and throughout
your filing. However, we note that your PRC legal counsel opinion
filed as Exhibit 8.2,
only adopts as its opinion the disclosures under the headings "Risk
Factors" and
"Enforcement of Civil Liabilities." Please revise the legal opinion or
provide a consent
from counsel for the disclosure that is not covered by Exhibit 8.2.
Holding Company Structure and Contractual Arrangement with the VIE, page 6
9. To ensure balanced disclosure in your organizational diagram, please
remove the arrows
in the dashed lines that denote the contractual relationships with the
VIE. In this regard,
we note that you have used arrows to depict direct ownership
throughout your diagram.
Financial Information Related to the VIE and Parent, page 8
10. Please note that we are still considering your response to comment 6
and the condensed
consolidating schedules provided.
Xiaofeng Gao
FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
Comapany
March NameSkillful Craftsman Education Technology Ltd
30, 2022
March4 30, 2022 Page 4
Page
FirstName LastName
Summary of Risk Factors
Risks Related to Doing Business in China, page 15
11. We note your response to comment 10, as well as your revised
disclosure. Please revise
the first and fifth bullet points to refer to the "value of the
securities you are registering for
sale" rather than the "value of [y]our ordinary shares." Make
conforming revisions on the
first paragraph of your risk factor disclosure on page 22. As
previously requested, please
also revise to describe significant liquidity risks and
cross-reference to the more detailed
discussion of this risk in your Risk Factor section.
You may contact Scott Anderegg at 202-551-3342 or Jennifer L pez Molina
at 202-551-
3792 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Trade & Services