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United States securities and exchange commission logo
May 19, 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. 4 to
Registration Statement on Form F-3
Filed April 22,
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 March
30, 2022 letter and
April 4, 2022 oral comments.
Amendment No. 4 to Registration Statement on Form F-3
Cover Page
1. We note your revised
disclosure in response to comment 1 and we reissue the
comment. Clearly
disclose how you will refer to the holding company, subsidiaries and
VIE when providing the
disclosure throughout the document so that it is clear to investors
which entity the
disclosure is referencing and which subsidiaries or entities are conducting
the business
operations. For example, we note on the prospectus cover page that you
define "Skillful
Craftsman" as "we" or "us;" . . . including its wholly-owned subsidiaries,
Xiaofeng Gao
FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
Comapany
May NameSkillful Craftsman Education Technology Ltd
19, 2022
May 19,
Page 2 2022 Page 2
FirstName LastName
and, in the context of describing our operations and consolidated
financial statement
information, the variable interest entity in China." Refrain from
using terms such as we
or our when describing activities or functions of the
subsidiaries or VIE.
2. We note your revised disclosure in response to comment 2 that "[t]o
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." Given your operations in Hong Kong, please amend your
disclosure here
and in the summary risk factors and risk factor sections to state
that, to the extent cash or
assets in the business are in the PRC or Hong Kong or a PRC or Hong
Kong entity, the
funds and assets may not be available to fund operations or for other
use outside of the
PRC or Hong Kong due to interventions in or the imposition of
restrictions and limitations
on the ability of you, your subsidiaries, or the consolidated VIEs by
the PRC government
to transfer cash and assets.
3. We note your revised disclosure in response to comment 6 included in
the fifth sentence
of the 10th paragraph on your cove page. Clarify if such description
of how funds are
transferred between you, your subsidiaries, the consolidated VIE or
investors is covered
by your cash management policies, and disclose the source of such
policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the
cover page and in the prospectus summary that you have no such cash
management
policies that dictate how funds are transferred. Provide a
cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
4. We note your revised disclosure in response to comment 3 that
"Skillful Craftsman does
not own these operations but relies on contractual arrangements . . .
to (i) exercise
effective control over the VIE and the VIE's subsidiary; (ii) receive
substantially all of the
economic benefits and absorb substantially all of the losses of the
VIE and the VIE's
subsidiary; and (iii) have an exclusive option to purchase all or part
of the equity interests
in the VIE when and to the extent permitted by PRC law, to consolidate
the financial
results of the VIE and VIE's subsidiary in its consolidated financial
statements in
accordance with U.S. GAAP." Please revise this sentence to ensure that
any references to
control or benefits that accrue to you because of the VIE are limited
to and clearly
describe the conditions you met for consolidation of the VIE under
U.S. GAAP. Your
disclosure should clarify that you are the primary beneficiary of the
VIE for accounting
purposes. Please revise and make conforming revisions throughout your
registration
statement.
5. Please amend your disclosure here and in the summary risk factors and
risk factors
sections to state that, to the extent cash or assets in the business
are in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds or assets may not be
available to fund
operations or for other use outside of the PRC/Hong Kong due to
interventions in or the
imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the
consolidated VIE by the PRC government to transfer cash or assets. On
the cover page,
provide cross-references to these other discussions.
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
May 19, 2022
Page 3
Prospectus Summary, page 2
6. We note your response to comment 7 and your disclosure that "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" (emphasis added). Please also
state whether you,
your subsidiaries, or VIEs are covered by permissions requirements
from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
or any other governmental agency that is required to approve the VIE
s operations, and
state affirmatively whether you have received all requisite
permissions or approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you, your subsidiaries, or
the VIE: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future. Please include similar disclosure in your risk factor section.
Financial information Related to the VIE and Parent, page 8
7. We note your revised disclosure in response to comment 10 and reissue
the comment in
part. Please disclose which entities are the company's "other
subsidiaries" in the
consolidated financial schedule.
You may contact Scott Anderegg at 202-551-3342 or Jennifer L pez Molina
at 202-551-
3792 with any questions.
FirstName LastNameXiaofeng Gao Sincerely,
Comapany NameSkillful Craftsman Education Technology Ltd
Division of Corporation
Finance
May 19, 2022 Page 3 Office of Trade & Services
FirstName LastName