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September 1, 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. 6 to
Registration Statement on Form F-3
Filed August 12,
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 July
7, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-3 filed August 12,
2022
Cover Page
1. We note your revised
disclosures in response to comment 2 and reissue the
comment. When
describing your VIE agreements, please refrain from implying that the
agreement is equivalent
to an equity ownership in the business of the VIE. In this
regard, we note your
disclosure that "Skillful Craftsman does not own these operations but
relies on contractual
arrangements . . . which allow Skillful Craftsman to . . . receive
substantially all of
the economic benefits and absorb all of the losses of the VIE . . . ."
Any references to
control or benefits that accrue to you because of the VIE should be
limited to and clearly
describe the conditions you will need to meet for consolidation of
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 1, 2022
Page 2
the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting
purposes, you will be the primary beneficiary.
Prospectus Summary
Recent Regulatory Developments, page 3
2. We note that you deleted disclosure regarding permissions and
approvals to operate your
business. Please revise to disclose each permission or approval that
you, your subsidiaries,
or the VIEs are required to obtain from Chinese authorities to operate
your business and to
offer the securities being registered to foreign investors. 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, as you do
on page 23, the consequences to you and your investors if you, your
subsidiaries, or the
VIEs: (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.
General
3. Clearly disclose how you will refer to the holding company and
subsidiaries 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. In this regard, we note that the first bullet on
page 1 defines "our
company," "we," "us," or "our" in this prospectus to refer to "to
Skillful Craftsman
Education Technology Limited, a Cayman Islands exempted company,
including its
wholly owned Hong Kong subsidiary Easy Skills Technology Limited,
wholly owned
PRC subsidiary Skillful Craftsman Network Technology (Wuxi) Limited,
and Craftsman
Wuxi s subsidiaries . . . ." Refrain from using terms such as we
or our when
describing activities or functions of the PRC and Hong Kong
subsidiaries.
4. When discussing the Holding Foreign Companies Accountable Act, please
update your
factual disclosure throughout your filing to discuss the fact that on
August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of
Protocol
with the China Securities Regulatory Commission and the Ministry of
Finance of the
FirstName LastNameXiaofeng Gao
People's Republic of China, taking the first step toward opening access
for the PCAOB to
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inspect Craftsman
and investigate Education
registered public Technology Ltd headquartered
in mainland
accounting firms
China
September 1, and
2022Hong
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2
FirstName LastName
Xiaofeng Gao
FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
Comapany 1,
September NameSkillful
2022 Craftsman Education Technology Ltd
September
Page 3 1, 2022 Page 3
FirstName LastName
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