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
AI Filing Summary & Sentiment
File numbers found in text: 333-237815
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