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SEC Company Response from Skillful Craftsman Education Technology Ltd (EDTK) (CIK 0001782309) (EDTK) — May 15, 2020

Skillful Craftsman Education Technology Ltd (EDTK) (CIK 0001782309)
Date: May 15, 2020 · CIK: 0001782309 · Accession: 0001104659-20-062851

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File numbers found in text: 333-237815

Date
May 15, 2020
Author
Skillful Craftsman Education Technology Limited
Form
CORRESP
Company
Skillful Craftsman Education Technology Ltd (EDTK) (CIK 0001782309)

Letter

VIA EDGAR Division of Corporation Finance Office of Telecommunications Re: Skillful Craftsman Education Technology Limited Amendment No. 1 to Registration Statement on Form F-1 Filed May 14, 2020 File No. 333-237815

Dear Mr. Littlepage:

I am the Chairman of Skillful Craftsman Education Technology Limited, a Cayman Islands company (the “Company”). In connection with a proposed initial public offering of the Company’s ordinary shares, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering (“IPO”), the Registration Statement on Form F-1 (the “Registration Statement”) must contain audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, as of March 31, 2019 and 2018 and for each of the two fiscal years ended March 31, 2019 and 2018, and unaudited interim consolidated financial statements as of September 30, 2019 and for each of the six-month periods ended September 30, 2019 and 2018.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the Staff’s November 1, 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Staff notes:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this request, on behalf of the Company, I represent to the Commission that:

1. The Company is not currently a public reporting company in any other jurisdiction.

2. The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period.

3. Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.

4. The Company does not anticipate that its audited financial statements for the year ended March 31, 2020 will be available until July 1, 2020.

5. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.

We will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Please do not hesitate to contact me if you have any questions regarding the foregoing or if we can provide any additional information.

Sincerely,
Skillful Craftsman Education Technology Limited

Show Raw Text
CORRESP
1
filename1.htm

Skillful Craftsman Education Technology
Limited

Floor 4, Building 1, No. 311, Yanxin
Road

Huishan District, Wuxi

Jiangsu Province, PRC 214000

May 15, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Robert S. Litttepage

    Re:
    Skillful Craftsman Education Technology Limited

Amendment No. 1 to Registration Statement on Form
F-1

Filed May 14, 2020

File No. 333-237815

Dear Mr. Littlepage:

I am the Chairman of Skillful Craftsman
Education Technology Limited, a Cayman Islands company (the “Company”). In connection with a proposed initial
public offering of the Company’s ordinary shares, we hereby respectfully request that the Securities and Exchange Commission
(the “Commission”) waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s
initial public offering (“IPO”), the Registration Statement on Form F-1 (the “Registration Statement”)
must contain audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained.
See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company has included in the Registration
Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in
the United States of America, as of March 31, 2019 and 2018 and for each of the two fiscal years ended March 31, 2019 and 2018,
and unaudited interim consolidated financial statements as of September 30, 2019 and for each of the six-month periods ended September
30, 2019 and 2018.

The Company is submitting this waiver request
pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-month age of financial
statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply
with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable
or involves undue hardship.” See also the Staff’s November 1, 2004 release entitled International Reporting
and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm)
at Section III.B.c, in which the Staff notes:

“the instruction indicates that the staff will
waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable
or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The
only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply
with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this request, on behalf of the Company, I
represent to the Commission that:

1.             The
Company is not currently a public reporting company in any other jurisdiction.

2.             The
Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited
under any generally accepted auditing standards for any interim period.

3.
Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.

4.             The
Company does not anticipate that its audited financial statements for the year ended March 31, 2020 will be available until July
1, 2020.

5.             In
no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15
months at the time of the offering.

We will file this letter as an exhibit to
the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Please do not hesitate to contact me if
you have any questions regarding the foregoing or if we can provide any additional information.

    Sincerely,

Skillful Craftsman Education Technology Limited

    By:
    /s/ Xiaofeng Gao

    Name:
    Xiaofeng Gao

    Title:
    Chairman