View:
United States securities and exchange commission logo
July 7, 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. 5 to
Registration Statement on Form F-3
Filed June 10, 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 May
19, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-3 filed June 10,
2022
Cover Page
1. We note your revised
disclosure in response to comment 1. Please refrain from using the
terms "we," us,
and our when referencing the Hong Kong subsidiary or VIE.
2. We note your revised
disclosure in response to comment 4 and reissue the
comment. Please refrain
from implying that the contractual agreements are equivalent to
equity ownership in the
business of the VIE. In this regard, we note your disclosure
that "Skillful
Craftsman . . . relies on contractual arrangements among its PRC subsidiary,
the VIE and the VIE's
nominee shareholders, which allow Skillful Craftsman to receive
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
July 7, 2022
Page 2
substantially all of the economic benefits and absorb substantially
all of the losses of the
VIE and the VIE's subsidiary and 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." Any references
to benefits that accrue to you because of the VIE should be limited to
a clear description
of the conditions you have satisfied for consolidation of the VIE
under U.S. GAAP.
Prospectus Summary, page 2
3. We note your revisions in response to comment 6. We note that you
discuss the
applicability of various permissions or approvals based on the advice
of PRC counsel.
Please name PRC counsel and revise to disclose the basis for the
opinion. In this regard,
the legal opinion filed as Exhibit 8.2 states that the disclosure in
the prospectus is the
opinion of counsel.
General
4. To the extent that you have one or more directors, officers or members
of senior
management located in the PRC/Hong Kong, please (i) state that is the
case and identify
the relevant individuals and (ii) revise your risk factors to
particularly address the
challenges of bringing actions and enforcing judgments/liabilities
against such individuals
located in the PRC/Hong Kong.
5. Please revise your disclosure on page 1 to remove the exclusion of
Hong Kong and Macau
from the definition of "China" and the "PRC."
You may contact Scott Anderegg at 202-551-3342 or Jenifer L pez Molina
at 202-551-
3792 with any questions.
FirstName LastNameXiaofeng Gao Sincerely,
Comapany NameSkillful Craftsman Education Technology Ltd
Division of Corporation
Finance
July 7, 2022 Page 2 Office of Trade & Services
FirstName LastName