SecProbe.io

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 SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED

 VIA EDGAR

 November 25, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Skillful Craftsman Education Technology Limited

 Registration Statement on Form F-3
 File No. 333-290755

 Acceleration Request

 Requested Date:
 November 28, 2025

 Requested Time:
 4:00 p.m. Eastern Time

 Dear Sir/Madam:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Skillful Craftsman Education Technology Limited (the " Company ")
hereby respectfully requests the Securities and Exchange Commission (the " Commission ") to accelerate the effective
date of the above-referenced Registration Statement and declare such Registration Statement effective at the "Requested Date"
and "Requested Time" set forth above or as soon thereafter as practicable.

 In connection with the acceleration
request, the Company hereby acknowledges that:

 ●
 should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you
have any further comments, require any further information or if any questions should arise in connection with this submission, please
call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

 Very truly yours,

 Skillful Craftsman Education Technology Limited

 By:
 /s/
 Bin Fu

 Name:
 Bin Fu

 Title:

 Chief Executive Officer and
 Chairman
 of the Board of the Directors

United States securities and exchange commission logo
February 28, 2024
Dawei Chen
Chief Financial Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District , Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023
Filed August 17, 2023
File No. 001-39360
Dear Dawei Chen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Skillful
Craftsman Education Technology Ltd

February
20, 2024

CORRESPONDENCE
FILING VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Office of Trade and Services

Ms.
Amy Geddes

Mr.
Stephen Kim

    Re:

    Skillful
    Craftsman Education Technology Ltd.

    Amendment
    No.1 to Form 20-F for the Year Ended March 31, 2023

    Filed
    August 17, 2023

    File
    No. 001-39360

Dear
Ms. Geddes and Mr. Kim:

This
letter is being submitted by Skillful Craftsman Education Technology Ltd (the “Company”) in response to the comments received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in the letter dated February
7, 2024 (the “Letter”) regarding the Company’s annual report on Form 20-F for the year ended March 31, 2023.

The
numbered paragraphs below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.

Amendment
No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023

Item 5. Operating and Financial Review and Prospects

5.B.
Liquidity and Capital Resources

Statement of Cash Flows

Year
Ended March 31, 2023 as Compared to Year Ended March 31, 2022

Net Cash Generated from Financing Activities, page 90

1. Your
                                            presentations in the table here, the table on page 89, and on the face of the statement of
                                            cash flow indicates net cash generated from financing activities of $1,000,000. Please reconcile
                                            these presentations with the narrative discussion here that net cash generated from financing
                                            activities was $0.2 million for the year ended March 31, 2023. As a related matter, if the
                                            $0.8 million repayment of long-term loan from Fujian Xinqiao was made during the year, please
                                            tell us how it was presented in your statement of cash flow. Finally, please ensure the columns
                                            in the table are labeled correctly.

Response:
The narrative discussion on page 90 should be “For the year ended March 31, 2023, we had a cash inflow from financing activities
of $1.0 million which was all from the proceeds of convertible bond.” The table on page 89 was consistent with the audited statement
of cash flow.

The
$0.8 million repayment of interest over long-term loan from Fujian Xinqiao was made during the fiscal year ended March 31, 2023, and
it was presented in operating cash flow. The change of interest payable was zero as the beginning and ending balance were the same of
$0.2 million. The Company accrued the interest payable for the amount of $0.8 million and paid $0.8 million during the fiscal year of
2023.

2. We
                                            note from the discussion of the Xinqiao Loan Agreement on page 113 that cash provided by
                                            financing activities in fiscal 2022 of $14,809,302 is provided entirely through this loan
                                            agreement, and that this loan agreement was amended in August 2023, to clarify the use of
                                            the loan, which should be used for the construction of a maritime food vocational training
                                            school and will encompass various specialized areas including deep- sea fisheries crew training,
                                            nearshore aquaculture training, water product supply chain management, water product branding,
                                            hotel and restaurant management, and other related industry talent cultivation, as well as
                                            business expansion and investment within the relevant industry. Please tell us your progress
                                            to date on this project, and how you considered the stipulations on the use of proceeds of
                                            this loan in determining presentation in your balance sheet.

Response:
In the second half of 2021, based on the market environment in China, the Company decided to expand into in person vocational training
school area. At the same time, Fujian Pingtan Ocean Fishery Group Co., Ltd. (“Pingtan”) also wanted to expand its business
from traditional deep-sea fishing business to marine aquaculture, aquatic product deep processing, real estate, hotels and tourism industries.
After multiple rounds of discussion, the parties felt they could leverage existing online course system and teaching resources of Wuxi
Kingway Technology Co., Ltd.(“Wuxi Kingway”), the operating VIE of the Company and local fishing industry network and resources
of Pingtan Ocean in Fujian Province to jointly build a training institution to train workers of Pingtan Ocean and also provide training
services to other fishery companies in Fujian Province which has a large fishing industry along its coastal line.

In
order to fund the potential joint venture project, Wuxi Kingway negotiated a loan from Fujian Xinqiao for $14,809,302. The loan agreement
was signed on January 8, 2022 and stated that the funds were to be used to build a marine food vocational training school, which includes
training of offshore fishery seafarers, nearshore aquaculture, water product supply chain management, water product branding, hotel and
catering management, and other professional talent development.

After
Wuxi Kingway entered the loan agreement with Xinqiao, Pingtan Ocean proposed to Wuxi Kingway to further deepen parties’ relationship
and have Wuxi Kingway Technology directly own certain equity interest in Pingtan Ocean instead of incorporating a new joint venture company.
Because of Pingtan Ocean’s business scale, good reputation, ability to generate revenue and profit and extensive businesses in
China and Southeast Asian region, the Company believes that directly holding certain equity interest of Pingtan Ocean will help Company
expand its training and related business in Southeast Asia and bring long term return for the Company. Therefore, after the deliberation
and approval by the board of directors, the Company agreed to acquire 3% equity interest of Pingtan Ocean for $14,809,302 in cash to
become a minority shareholder of Pingtan Ocean.

Because
the use of proceeds of the loan was slightly different from the original agreement, Wuxi Kingway discussed the actual use of funds with
Xinqiao and parties agreed to revise the loan agreement to add the purpose of the loan “as well as business expansion and investment
within the relevant industry.”

Due
to the outbreak of COVID-19 pandemic and strict control measures in China during 2022, the expansion of business and related projects
were all put on hold. The business operations of Pingtan Ocean in China were also greatly and negatively affected. The Company continued
to explore the new business opportunities with Pingtan Ocean, including nursing homes and training services in Southeast Asia.

In
August 2023, Le First Skilland Pte. Ltd., the Company’s subsidiary in Singapore, established a strategic cooperation relationship
with Singapore Parkway College of Nursing and Allied Health Pte. which will train Chinese nurses to gain international nursery experience
by working in Singapore hospitals and nursing homes, so that they can not only ease the nurse shortage in Singapore but also gain experience
for Chinese nurses and improve the quality of elderly care services after their returning to China. Pingtan Ocean has also begun to renovate
several of its existing buildings into nursing homes. Due to the quota restrictions for Chinese nurses and caregivers in Singapore as
well as time for language training, this business is currently progressing slowly but steady.

The
Company’s business cooperation with Pingtan Ocean in other Southeast Asian regions is also actively being planned, and we will
make timely disclosures according to the development of these cooperation.

Consolidated
Financial Statements

Notes
to Consolidated Financial Statements

9.
Long-term investment, page F-25

3. We
                                            note from your disclosure here that in January 2022 you entered an agreement to purchase
                                            a 3% share of Fujian Pingtan Ocean Fishery Group Co., Ltd. for total consideration of $14,809,302
                                            (RMB 94,012,410). Please tell us how you funded the consideration and how this transaction
                                            is related to the Xinqiao Loan Agreement in the amount of $14,809,302 (RMB 94,012,410).

Response:
please see our responses to the comment 2 above.

If
you have further comments, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703)
618-2503.

    Very
truly yours,

    /s/
    Dawei Chen

    Dawei
    Chen, Chief Financial Officer

Enclosures

    cc:
    Jeffrey
    Li

    FisherBroyles,
LLP

United States securities and exchange commission logo
February 7, 2024
Dawei Chen
Chief Financial Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District , Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023
Filed August 17, 2023
File No. 001-39360
Dear Dawei Chen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2023
Item 5. Operating and Financial Review and Prospects
5.B. Liquidity and Capital Resources
Statement of Cash Flows
Year Ended March 31, 2023 as Compared to Year Ended March 31, 2022
Net Cash Generated from Financing Activities, page 90
1.Your presentations in the table here, the table on page 89, and on the face of the statement
of cash flow indicates net cash generated from financing activities of $1,000,000. Please
reconcile these presentations with the narrative discussion here that net cash generated
from financing activities was $0.2 million for the year ended March 31, 2023. As a related
matter, if the $0.8 million repayment of long-term loan from Fujian Xinqiao was made
during the year, please tell us how it was presented in your statement of cash flow.
Finally, please ensure the columns in the table are labeled correctly.

 FirstName LastNameDawei Chen
 Comapany NameSkillful Craftsman Education Technology Ltd
 February 7, 2024 Page 2
 FirstName LastName
Dawei Chen
Skillful Craftsman Education Technology Ltd
February 7, 2024
Page 2
2.We note from the discussion of the Xinqiao Loan Agreement on page 113 that cash
provided by financing activities in fiscal 2022 of $14,809,302 is provided entirely through
this loan agreement, and that this loan agreement was amended in August 2023, to clarify
the use of the loan, which should be used for the construction of a maritime food
vocational training school and will encompass various specialized areas including deep-
sea fisheries crew training, nearshore aquaculture training, water product supply chain
management, water product branding, hotel and restaurant management, and other related
industry talent cultivation, as well as business expansion and investment within the
relevant industry. Please tell us your progress to date on this project, and how you
considered the stipulations on the use of proceeds of this loan in determining presentation
in your balance sheet.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
9. Long-term investment, page F-25
3.We note from your disclosure here that in January 2022 you entered an agreement to
purchase a 3% share of Fujian Pingtan Ocean Fishery Group Co., Ltd. for total
consideration of $14,809,302 (RMB 94,012,410). Please tell us how you funded the
consideration and how this transaction is related to the Xinqiao Loan Agreement in the
amount of $14,809,302 (RMB 94,012,410).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Amy Geddes at 202-551-3304 or Stephen Kim at 202-551-3291 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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SKILLFUL
CRAFTSMAN EDUCATION TECHNOLOGY LIMITED

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

Huishan District, Wuxi

Jiangsu Province 214000

People’s Republic of China

October 11, 2022

VIA EDGAR

Mr. Scott Anderegg

Ms. Jennifer López Molina

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Skillful Craftsman Education Technology Limited (CIK: 0001782309)

Registration Statement on Form F-3 (File No. 333-259498)

Dear Ladies and Gentlemen:

Pursuant to Rule
461 of Regulation C promulgated under the Securities Act of 1933 (“Act”), as amended, Skillful Craftsman Education Technology
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3
(the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern
Time, on October 13, 2022, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

If there is any
change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation
C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Cooley LLP.

[Signature page follows]

    Very truly yours,

    Skillful Craftsman Education Technology Limited

    By:
    /s/ Xiaofeng Gao

    Name:
    Xiaofeng Gao

    Title:
    Chairman of the Board of Directors and Co-Chief Executive Officer

CORRESP
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Will H. Cai

+852 3758 1210

wcai@cooley.com

September 30, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

  Ms. Jennifer López Molina

 Re: Skillful Craftsman Education Technology Ltd

  Responses to the Staff’s Comment Letter Dated September
26, 2022

  File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated September 26, 2022 (the “Comment Letter”) on the
Amendment No.7 to the Registration Statement on Form F-3 publicly filed with the Commission on September 7, 2022 (the “Registration
Statement”). In response to these comments, the Company has revised the Registration Statement and is filing Amendment No.8
to the Registration Statement (the “Amended Registration Statement”) concurrently with the submission of this
response letter.

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Amendment No. 7 to Registration Statement
on Form F-3

Cover Page

 1. We note your revisions in response to our comment 1 and reissue the comment. In this regard, we note
your disclosure that the VIE allows you to "(i) direct the activities of the VIE that most significantly impact the VIE’s economic
performance, (ii) receive the economic benefits of the VIE that potentially could be significant to the VIE 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." Please avoid such
characterization of your 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 the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary.

In response to the Staff’s comment,
the Company has further revised the relevant disclosure in the 8th paragraph on cover page and pages 6 and 25 of the Amended
Registration Statement.

*     *     *

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Will H. Cai

    Will H. Cai

 cc: Xiaofeng Gao, Co-Chief Executive Officer, Skillful Craftsman
Education Technology Limited

Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

Frank Parrish, Partner, TPS Thayer, LLC

Eric Huang, Partner, V&T Law Firm

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

United States securities and exchange commission logo
September 26, 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. 7 to Registration Statement on Form F-3
Filed September 7, 2022
File No. 333-259498
Dear Mr. Gao:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 September 1, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-3
Cover Page
1.We note your revisions in response to our comment 1 and reissue the comment.  In this
regard, we note your disclosure that the VIE allows you to "(i) direct the activities of the
VIE that most significantly impact the VIE’s economic performance, (ii) receive the
economic benefits of the VIE that potentially could be significant to the VIE 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."  Please avoid such characterization of your 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 the VIE

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 26, 2022 Page 2
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 26, 2022
Page 2
under U.S. GAAP and your disclosure should clarify that, for accounting purposes, you
will be the primary beneficiary.
            You may contact Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Will H. Cai

+852 3758 1210

wcai@cooley.com

September 7, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Scott Anderegg

Ms. Jennifer López Molina

Re: Skillful Craftsman Education Technology Ltd

Responses to the Staff’s Comment
Letter Dated September 1, 2022

File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated September 1, 2022 (the “Comment Letter”) on the
Amendment No.6 to the Registration Statement on Form F-3 publicly filed with the Commission on August 12, 2022 (the “Registration
Statement”). In response to these comments, the Company has revised the Registration Statement and is filing Amendment No.7
to the Registration Statement (the “Amended Registration Statement”) concurrently with the submission of this
response letter.

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

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 the VIE under U.S. GAAP and your disclosure should clarify that, for accounting
purposes, you will be the primary beneficiary.

In response to the Staff’s
comment, the Company has further revised the relevant disclosure in the 8th paragraph on cover page and pages 6 and 25 of
the Amended Registration Statement to track the language used in ASC 810-10. The Company respectfully advises the Staff that
whenever it describes its VIE agreements, the Company has highlighted that “[B]ecause of these contractual arrangements,
Skillful Craftsman is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial
results of the VIE in the consolidated financial statements in accordance with U.S. GAAP.”

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t:
+ 852 3758 1200 f: + 852 3014 7818 cooley.com

September
7, 2022

Page 2

Prospectus Summary, page 2

 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.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 4 of the Amended Registration Statement.

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.

In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 9th paragraph on cover page and pages 4, 7, 8, 16, 18, 20, 23, 24, 25,
27 of the Amended Registration Statement.

 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 People's Republic of China, taking the
first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.

In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 12th paragraph on cover page and pages 5 and 21of the Amended Registration
Statement.

*	*	*

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very
    truly yours,

    /s/
    Will H. Cai

    Will
    H. Cai

    cc:
    Xiaofeng Gao, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

    Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

    Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

    Frank Parrish, Partner, TPS Thayer, LLC

    Eric Huang, Partner, V&T Law Firm

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t:
+ 852 3758 1200 f: + 852 3014 7818 cooley.com

United States securities and exchange commission logo
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

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 1, 2022 Page 2
 FirstName LastName
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
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 1, 2022 Page 3
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 1, 2022
Page 3
            You may contact Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

August 12, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

    Ms. Jennifer López Molina

 Re: Skillful Craftsman Education Technology Ltd

    Responses to the Staff’s Comment Letter Dated July 7, 2022

    File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated July 7, 2022 (the “Comment Letter”) on the Amendment
No.5 to the Registration Statement on Form F-3 publicly filed with the Commission on June 10, 2022 (the “Registration Statement”).
In response to these comments, the Company has revised the Registration Statement and is filing Amendment No.6 to the Registration Statement
(the “Amended Registration Statement”) concurrently with the submission of this response letter.

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

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.

    In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 10th paragraph on cover page and pages 7, 14, 17, 24, 26 and 34 of the
Amended Registration Statement.

 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 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.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

August 12,2022

Page 2

In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 8th paragraph on cover page and pages 6, 7, 16 and 25 of the Amended
Registration Statement.

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.

    In response to the
Staff’s comment, the Company has revised the relevant disclosure on pages 5, 20 and 23 to 25 of the Amended Registration Statement.

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.

    In response to the
Staff’s comment, the Company has revised the relevant disclosure on pages 26 and 49 of the Amended Registration Statement.

 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."

    In response to the
Staff’s comment, the Company has revised the relevant disclosure on page 1 of the Amended Registration Statement.

*   *   *

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

  Very truly yours,

  /s/ Will H. Cai

  Will H. Cai

  cc:
  Xiaofeng
Gao, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

Frank Parrish, Partner, TPS Thayer, LLC

Eric Huang, Partner, V&T Law Firm

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

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

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 July 7, 2022 Page 2
 FirstName LastName
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 López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

June 10, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Scott Anderegg

  Ms. Jennifer López Molina

Re: Skillful Craftsman Education Technology Ltd

  Responses to the Staff’s Comment Letter Dated May 19, 2022

  File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated May 19, 2022 (the “Comment Letter”) on the Amendment
No.4 to the Registration Statement on Form F-3 publicly filed with the Commission on April 22, 2022 (the “Registration Statement”).
In response to these comments, the Company has revised the Registration Statement and is filing Amendment No.5 to the Registration Statement
(the “Amended Registration Statement”) concurrently with the submission of this response letter.

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Amendment No. 4 to Registration Statement
on Form F-3 filed April 22, 2022

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, 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.

  In response to the Staff’s comment,
the Company has revised the relevant disclosure on cover page and pages 1 to 5, 15 to 17, and 19 to 27 of the Amended Registration Statement.

c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

June 10, 2022

Page 2

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.

  In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 10th paragraph on cover page and pages 8 and 26 of the Amended Registration
Statement.

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.

  In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 10th paragraph on cover page and page 7 of the Amended Registration
Statement.

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.

  In response to the Staff’s comment,
the Company has revised the relevant disclosure in the 10th paragraph on cover page and made conforming changes on pages 6
and 25 of the Amended 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.

  In response to the
Staff’s comment, the Company has revised the relevant disclosure in the 10th paragraph on cover page and pages 8, 17
and 26 of the Amended Registration Statement.

c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

June 10, 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.

  In response to the
Staff’s comment, the Company has revised the relevant disclosure and made confirming changes on pages 5 and 23 of the Amended Registration
Statement.

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.

  In response to the
Staff’s comment, the Company has revised the relevant disclosure in the 10th paragraph on pages 9 to 14 and pages 32
to 37 of the Amended Registration Statement.

*              *              *

c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Will H. Cai

    Will H. Cai

    cc:
    Xiaofeng Gao, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

    Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

    Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

    Frank Parrish, Partner, TPS Thayer, LLC

    Eric Huang, Partner, V&T Law Firm

c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

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,

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 May 19, 2022 Page 2
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
May 19, 2022
Page 2
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.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 May 19, 2022 Page 3
 FirstName LastName
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 López Molina at 202-551-
3792 with any questions.

Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Will H. Cai

    +852 3758 1210

    wcai@cooley.com

April 22, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

Ms. Jennifer López Molina

 Re: Skillful Craftsman Education Technology Ltd

Responses to the Staff’s Comment
Letter Dated March 30, 2022

File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated March 30, 2022 (the “Comment Letter”) on the Amendment
No.3 to the Registration Statement on Form F-3 publicly filed with the Commission on February 28, 2022 (the “Registration
Statement”) as well as the follow-up comments communicated by the Staff on April 4, 2022. In response to these comments,
the Company has revised the Registration Statement and is filing Amendment No.4 to the Registration Statement (the “Amended
Registration Statement”) concurrently with the submission of this response letter.

Set forth below are the Company’s
responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Amendment No. 3 to Registration Statement
on Form F-3 filed February 28, 2022

Cover Page

 1. We note your response to comment 2, as well as your revised disclosure that “[a]s used in this
prospectus, ‘Skillful Craftsman’ refers to Skillful Craftsman Education Technology Limited, and ‘we,’ ‘us,’
‘our company,’ or ‘our’ refers to Skillful Craftsman Education Technology Limited and its subsidiaries, and, when
describing our consolidated financial information, also includes the VIE and its subsidiary in China.” We also note your references
to “our variable interest entity” and the use of “we” to discuss activities by the VIE and its subsidiaries. Please
refrain from using single terms to encompass both the entity in which investors are purchasing their interest and the entity that is conducting
the business operations. Please maintain this distinction throughout the prospectus and at all times differentiate for investors between
the entity in which they are investing and the entity that is conducting your business operations.

In response to the
Staff’s comment, the Company has revised the relevant disclosures on cover page and pages 1 to 5, 7, 15, 16, 19, 20, 22 to 25, 27,
28 and 30 of the Amended Registration Statement.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

April 22, 2022

Page 2

 2. We note your response to comment 3 as well as your revised disclosure that “[a]s of the date
of this prospectus, none of our subsidiaries have ever issued any dividends or made other distributions to us or their respective holding
companies nor have we or any of our subsidiaries ever paid dividends or made other distributions to U.S. investors” and your quantification
of cash flows “that have occurred between our PRC subsidiary and the VIE, and between our Cayman Islands holding company and the
VIE.” In addition to cash flows, dividends and distributions, please also address any transfers made to date between the holding
company, its subsidiaries, and consolidated VIEs, or to investors, as you do on page 7. As a related matter, please amend your disclosure
to state that to 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, if true. Make conforming revisions on page 7. Also,
as previously requested, please provide cross-references to the condensed consolidating schedule and the condensed consolidated financial
statements.

The Company respectfully advises the
Staff that all the distributions and transfers between the Company’s Cayman Islands holding company, its PRC subsidiary and the
VIE as of the date of the prospectus contain in the Amended Registration Statement have been disclosed in the 10th paragraph
on the cover page and page 7 of the Amended Registration Statement. As is on page 7, the Company has added a statement to the cover page
to clarify this point.

In response to the Staff’s comment,
the Company has amended the disclosures in the 10th paragraph on the cover page to state that to 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.

In addition, the Company has added a
cross-reference to the condensed consolidating schedule and the condensed consolidated financial statements in “Prospectus Summary--Financial
Information Related to VIE and Parent.”

 3. We note your revised disclosure in response to comment 4 and reissue the comment. Any references to
control or benefits that accrue to you because of the VIE should be limited to and clearly describe the conditions you met for consolidation
of the VIE under U.S. GAAP. For example, we note your disclosure that “Skillful Craftsman … relies on contractual arrangements
among its PRC subsidiary, the VIE and the VIE’s nominee shareholders to control the business operations of the VIE and its subsidiary”
and that you “control and receive the economic benefits of the business operations of the VIE and its subsidiary through a series
of contractual arrangements between our PRC subsidiary, the VIE and the VIE’s shareholders, which we refer to as the VIE Agreements.”
Please make conforming revisions throughout your registration statement.

In response to the Staff’s comment, the Company has
further amended the disclosure in the 8th paragraph on the cover page and page 6 of the Amended Registration Statement to describe
the conditions the Company met for consolidation of the VIE under U.S. GAAP.

 4. Please revise the last paragraph on your cover page to disclose that the Commission adopted rules to
implement the Holding Foreign Companies Accountable Act and that the United States Senate has passed the Accelerating Holding Foreign
Companies Accountable Act, as you do on pages 5 and 21.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

April 22, 2022

Page 3

In response to the Staff’s comment, the Company has
revised the relevant disclosure on the cover page.

 5. We note your revised disclosure in response to comment 5. Please revise to disclose that the risks
you discuss could affect the “value of the securities you are registering for sale” rather than the “value of [y]our
ordinary shares.”

In response to the Staff’s comment,
the Company has revised the relevant disclosure on the cover page and made conforming changes on pages 4, 15, 16, 21, 22 and 23 of the
Amended Registration Statement.

 6. Please revise your cover page and elsewhere as appropriate to disclose whether you, your subsidiaries,
and VIE have cash management policies and discuss where those policies are memorialized. For example, discuss cash management policies
regarding limits on the amounts of funds that can be transferred throughout your entities.

In response to the
Staff’s comment, the Company has added the relevant disclosure on the cash management policies in the 10th paragraph
on the cover page on the cover page and page 7.

Prospectus Summary

Recent Regulatory Developments, page 3

 7. We note your revised disclosure in response to comment 7 that “[a]s advised by our PRC legal
counsel, we believe that we and our PRC subsidiaries are not required to apply for a cyber security review with CAC” and “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.” Please amend your disclosure to
state explicitly whether you have obtained an opinion of counsel not only with respect to the relevant CAC cybersecurity review and the
VIEs contractual arrangements, but with respect to all permissions and approvals that you, your subsidiaries or VIEs are required to obtain
to operate your business and offer the securities being registered to foreign investors. If you have not obtained an opinion of counsel,
please state as much and explain why. Please make conforming changes in the Risk Factor section.

We also note your disclosure on pages
24 that “our PRC legal counsel has advised us that, based on its understanding of the current PRC laws and regulations, we will
not be required to submit an application to the CSRC or the CAC or other PRC regulatory authorities for the approval of the listing and
trading of our ordinary shares because (i) the CSRC or the CAC or other PRC regulatory authorities” (emphasis added). Please revise
to ensure your disclosure covers all permissions and approvals required by you, your subsidiaries and VIEs.

In response to the Staff’s comment,
the Company has revised the relevant disclosure and made conforming changes on pages 23 and 24 of the Amended Registration Statement.

 8. As a related matter, we note references to your PRC legal counsel here and throughout your filing.
However, we note that your PRC legal counsel opinion filed as Exhibit 8.2, only adopts as its opinion the disclosures under the headings
“Risk Factors” and “Enforcement of Civil Liabilities.” Please revise the legal opinion or provide a consent from
counsel for the disclosure that is not covered by Exhibit 8.2.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

April 22, 2022

Page 4

In response to the Staff’s comment,
our PRC legal counsel has revised the relevant part of the opinion filed as Exhibit 8.2 of the Amended Registration Statement.

Holding Company Structure and Contractual
Arrangement with the VIE, page 6

 9. To ensure balanced disclosure in your organizational diagram, please remove the arrows in the dashed
lines that denote the contractual relationships with the VIE. In this regard, we note that you have used arrows to depict direct ownership
throughout your diagram.

In response to the Staff’s comment,
the Company has removed the arrows in the dashed lines in the organizational diagram on page 6 of the Amended Registration Statement.

Financial Information Related to the VIE
and Parent, page 8

 10. Please note that we are still considering your response to comment 6 and the condensed consolidating
schedules provided.

Follow-up comments from the Staff:

 · Please disclose which entities are the company’s subsidiaries in the consolidated financial schedule.
Please include the Company’s WOFEs in a sperate column from its VIEs (and the VIE subsidiaries).

In response to the
Staff’s comment, the Company has revised the tabular disclosure on pages 9 through 14 of the Amended Registration Statement.

 · Please disclose how much fees were owed by the Company’s VIE to its WOFE under the exclusive
service agreement.

In response to the
Staff’s comment, the Company has revised the disclosure on page 7 of the Amended Registration Statement.

 · Please add a footnote to reflect that the $953,742 amount due to the WOFE by the VIE was as of September
30, 2021.

In response to the
Staff’s comment, the Company has revised the tabular disclosure on pages 9 and 32 of the Amended Registration Statement.

Summary of Risk Factors

Risks Related to Doing Business in China,
page 15

 11. We note your response to comment 10, as well as your revised disclosure. Please revise the first and
fifth bullet points to refer to the “value of the securities you are registering for sale” rather than the “value of
[y]our ordinary shares.” Make conforming revisions on the first paragraph of your risk factor disclosure on page 22. As previously
requested, please also revise to describe significant liquidity risks and cross-reference to the more detailed discussion of this risk
in your Risk Factor section.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

April 22, 2022

Page 5

In response to the Staff’s comment,
the Company has revised the relevant disclosure on pages 15, 16, 21, 22 and 23 of the Amended Registration Statement.

The Company further respectfully advises
the Staff that in response to the Staff’s comment, the Company has revised the disclosure on pages 16 and 24 of the Amended Registration
Statement.

*    *    *

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

    Very
    truly yours,

    /s/
    Will H. Cai

    Will
    H. Cai

 cc: Xiaofeng Gao, Co-Chief Executive Officer, Skillful Craftsman
Education Technology Limited

Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

Frank Parrish, Partner, TPS Thayer, LLC

Eric Huang, Partner, V&T Law Firm

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

United States securities and exchange commission logo
March 30, 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. 3 to Registration Statement on Form F-3
Filed on February 28, 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 January 27, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-3 filed February 28, 2022
Cover Page
1.We note your response to comment 2, as well as your revised disclosure that "[a]s used in
this prospectus, 'Skillful Craftsman' refers to Skillful Craftsman Education Technology
Limited, and 'we,' 'us,' 'our company,' or 'our' refers to Skillful Craftsman Education
Technology Limited and its subsidiaries, and, when describing our consolidated financial
information, also includes the VIE and its subsidiary in China." We also note your
references to "our variable interest entity" and the use of "we" to discuss activities by the
VIE and its subsidiaries. Please refrain from using single terms to encompass both the

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 March 30, 2022 Page 2
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
March 30, 2022
Page 2
entity in which investors are purchasing their interest and the entity that is conducting the
business operations. Please maintain this distinction throughout the prospectus and at all
times differentiate for investors between the entity in which they are investing and the
entity that is conducting your business operations.
2.We note your response to comment 3 as well as your revised disclosure that "[a]s of the
date of this prospectus, none of our subsidiaries have ever issued any dividends or made
other distributions to us or their respective holding companies nor have we or any of our
subsidiaries ever paid dividends or made other distributions to U.S. investors" and your
quantification of cash flows "that have occurred between our PRC subsidiary and the VIE,
and between our Cayman Islands holding company and the VIE." In addition to cash
flows, dividends and distributions, please also address any transfers made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, as you do on
page 7. As a related matter, please amend your disclosure to state that to 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, if true. Make conforming revisions on page 7. Also, as previously requested,
please provide cross-references to the condensed consolidating schedule and the
condensed consolidated financial statements.
3.We note your revised disclosure in response to comment 4 and reissue the comment. Any
references to control or benefits that accrue to you because of the VIE should be limited to
and clearly describe the conditions you met for consolidation of the VIE under U.S.
GAAP.  For example, we note your disclosure that "Skillful Craftsman . . . relies on
contractual arrangements among its PRC subsidiary, the VIE and the VIE's nominee
shareholders to control the business operations of the VIE and its subsidiary" and that you
"control and receive the economic benefits of the business operations of the VIE and its
subsidiary through a series of contractual arrangements between our PRC subsidiary, the
VIE and the VIE’s shareholders, which we refer to as the VIE Agreements."  Please make
conforming revisions throughout your registration statement.
4.Please revise the last paragraph on your cover page to disclose that the Commission
adopted rules to implement the Holding Foreign Companies Accountable Act and that the
United States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act, as you do on pages 5 and 21.
5.We note your revised disclosure in response to comment 5. Please revise to disclose that
the risks you discuss could affect the "value of the securities you are registering for sale"
rather than the "value of [y]our ordinary shares."

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 March 30, 2022 Page 3
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
March 30, 2022
Page 3
6.Please revise your cover page and elsewhere as appropriate to disclose whether you, your
subsidiaries, and VIE have cash management policies and discuss where those policies are
memorialized. For example, discuss cash management policies regarding limits on the
amounts of funds that can be transferred throughout your entities.
Prospectus Summary
Recent Regulatory Developments, page 3
7.We note your revised disclosure in response to comment 7 that "[a]s advised by our PRC
legal counsel, we believe that we and our PRC subsidiaries are not required to apply for a
cyber security review with CAC" and  "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."  Please amend your disclosure to state explicitly whether you have
obtained an opinion of counsel not only with respect to the relevant CAC cybersecurity
review and the VIEs contractual arrangements, but with respect to all permissions and
approvals that you, your subsidiaries or VIEs are required to obtain to operate your
business and offer the securities being registered to foreign investors. If you have not
obtained an opinion of counsel, please state as much and explain why.  Please make
conforming changes in the Risk Factor section.

We also note your disclosure on pages 24 that "our PRC legal counsel has advised us that,
based on its understanding of the current PRC laws and regulations, we will not be
required to submit an application to the CSRC or the CAC or other PRC regulatory
authorities for the approval of the listing and trading of our ordinary shares because (i) the
CSRC or the CAC or other PRC regulatory authorities" (emphasis added).  Please revise
to ensure your disclosure covers all permissions and approvals required by you, your
subsidiaries and VIEs.
8.As a related matter, we note references to your PRC legal counsel here and throughout
your filing. However, we note that your PRC legal counsel opinion filed as Exhibit 8.2,
only adopts as its opinion the disclosures under the headings "Risk Factors" and
"Enforcement of Civil Liabilities." Please revise the legal opinion or provide a consent
from counsel for the disclosure that is not covered by Exhibit 8.2.
Holding Company Structure and Contractual Arrangement with the VIE, page 6
9.To ensure balanced disclosure in your organizational diagram, please remove the arrows
in the dashed lines that denote the contractual relationships with the VIE. In this regard,
we note that you have used arrows to depict direct ownership throughout your diagram.
Financial Information Related to the VIE and Parent, page 8
10.Please note that we are still considering your response to comment 6 and the condensed
consolidating schedules provided.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 March 30, 2022 Page 4
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
March 30, 2022
Page 4
Summary of Risk Factors
Risks Related to Doing Business in China, page 15
11.We note your response to comment 10, as well as your revised disclosure. Please revise
the first and fifth bullet points to refer to the "value of the securities you are registering for
sale" rather than the "value of [y]our ordinary shares." Make conforming revisions on the
first paragraph of your risk factor disclosure on page 22. As previously requested, please
also revise to describe significant liquidity risks and cross-reference to the more detailed
discussion of this risk in your Risk Factor section.
            You may contact Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

February 28, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

Ms. Jennifer López Molina

 Re: Skillful Craftsman Education Technology Ltd

Responses to the Staff’s Comment
Letter Dated January 27, 2022

File No. 333-259498

Dear Mr. Anderegg and Ms. López Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated January 27, 2022 (the “Comment Letter”) on the Amendment
No.2 to the Registration Statement on Form F-3 publicly filed with the Commission on December 22, 2021 (the “Registration
Statement”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement
and is filing Amendment No.3 to the Registration Statement (the “Amended Registration Statement”) concurrently
with the submission of this response letter.

Set forth below are the Company’s
responses to the Comment Letter. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Amendment No. 2 to Registration Statement
on Form F-3 filed December 22, 2021

Prospectus Cover Page, page i

 1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company
but a Cayman Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to investors. If true, please disclose, as you do on
page 5, that these contracts have not been tested in court.

As a related matter, we also note
your disclosure that “[t]he company that investors will own may never have a direct ownership interest in the businesses that are
conducted byour VIE and its subsidiary.” Please also explain whether the VIE structure is used to provide investors with exposure
to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company.

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

February 28, 2022

Page 2

In response to the Staff’s comment,
the Company has revised the relevant disclosure of the 8th paragraph on cover page of the Amended Registration Statement.

 2. We note your response to comment 1, as well as your revised disclosure that “[a]ll references
to “we,” “us,” “our,” or similar terms used in this prospectus refer to Skillful Craftsman Education
Technology Limited, a Cayman Islands exempted company, including its wholly-owned subsidiaries, and, in the context of describing our
operations and consolidated financial information, our variable interest entity in China, including Wuxi Kingway Technology Co., Ltd.,
or Wuxi Wangdao, and its subsidiary, Shenzhen Qianhai Jisen Information Technology Ltd.” Please refrain from using terms such as
 “we” or “our” when describing activities or functions of the VIE. In this regard, where you disclose that the
VIE is consolidated for accounting purposes, please also disclose, if true, that the VIE is not an entity in which you own equity and
that the holding company does not own operations. Disclose clearly the entity (including the domicile) in which investors are purchasing
an interest.

In response to the Staff’s
comment, the Company has revised the relevant disclosure of the 8th paragraph on cover page and pages 6 and 25 of the Amended
Registration Statement.

 3. We note your response to comment 2 as well as your revised disclosure quantifying “cash flows”
between the holding company, its subsidiaries and VIE. Please also provide a description of how cash is transferred through your organization
and your intentions to settle amounts owed under the VIE agreements. State whether any transfers have been made to date between the holding
company, its subsidiaries and consolidated VIE, or to investors, and quantify the amounts where applicable. In this regard, we note that
you have discussed dividends and distributions only. Please also provide cross-references to the condensed consolidating schedule and
the consolidated financial statements.

In response to the Staff’s comment, the Company has
revised the relevant disclosure of the 10th paragraph on cover page of the Amended Registration Statement.

 4. We note your response to our prior comment 3 as well as your disclosure that you “rely on contractual
arrangements among [y]our PRC subsidiary, [y]our VIE and the VIE’s nominee shareholders to control the business operations of [y]our
VIE and its subsidiary,” “[you] control and receive the economic benefits of the business operations of [y]our VIE...,”
and “[t]he VIE Agreements are designed to provide [y]our subsidiary with the power, rights, and obligations, including absolute
control rights and the rights to the assets property and revenue of the VIE.” However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment,
the VIE. Accordingly, please refrain from implying that the VIE agreement is equivalent to an equity ownership in the business 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 met for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes. Please make conforming changes throughout your registration statement. Please also tell us how the
VIE structure may provide “absolute” rights in light of the uncertainty regarding these contractual agreements, as you disclose
throughout your filing.

In response to the Staff’s comment, the Company has
revised the relevant disclosure of the 8th paragraph on cover page and pages 6 and 25 of the Amended Registration Statement.

 5. We note that you provided prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether the risks
discussed could result in a material change in your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. In this regard, we only note your disclosure that “[a] significant part of
our revenues are generated by the VIE. An event that results in the deconsolidation of the VIEs would have a material effect on our operations
and result in the value of the securities diminish substantially or even become worthless.”

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

February 28, 2022

Page 3

Your disclosure should also address
how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities
and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other foreign exchange. In this regard, we note that your response to comment 5 indicates that the revised disclosure
is included on pages 11 to 14 rather than on the cover page. Please discuss here how these risks relate to China’s recent statements
and regulatory actions, similar to your discussion on page 3. Please also disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations
will affect your company.

In
response to the Staff’s comment, the Company has revised the relevant disclosure of the 11th and 12th paragraphs on cover page
of the Amended Registration Statement.

Prospectus summary, page 2

 6. We reissue comment 6, as it appears that you have not revised the disclosure in the prospectus summary
to provide the disclosure requested by the comment in this section. In this regard, we note your revised disclosure beginning on page
22.

In response
to the Staff’s comment, the Company has added the requested disclosure on pages 8 through 14 of the Amended Registration Statement.

 7. We note your revised disclosure in response to comment 7 and reissue the comment. Disclose each permission
or approval that you, your subsidiaries, or 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 of 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. In this regard, we only note disclosure that “the approval of the CSRC
or other PRC government authorities may be required in connection with our offshore offerings under PRC law...” Please also describe
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. For example, expand your disclosure
of the “sanctions [that could be] imposed by the CSRC or other PRC government authorities.”

In
response to the Staff’s comment, the Company has revised the relevant disclosure of (i) the 3rd paragraph on page 5, (ii) the
5th and 6th paragraphs of the risk factor captioned “[T]he Chinese government may intervene or influence our operations at any
time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which could result
in a material change in our operations and/or value of our ordinary shares. Additionally, the PRC government has recently indicated
an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers, which
could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless” on page 23, and (iii) the 2nd paragraph of the risk factor
captioned “[T]he approval of the CSRC or other PRC government authorities may be required in connection with our offshore
offerings under the PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such
approval” on page 23 of the Amended Registration Statement.

 8. Disclose in your prospectus summary that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities. Disclosure whether your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021.

c/o 3501 Two Exchange Square, 8 Connaught Place,
Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

February 28, 2022

Page 4

In response
to the Staff’s comment, the Company has revised the relevant disclosure on page 5 of the Amended Registration Statement.

Transfer of Cash to and from Our VIE, page
5

 9. We note your quantification of “[t]he cash flows that have occurred between [y]our PRC subsidiary
and [y]our VIE, and between [y]our Cayman Islands holding company and [y]our VIE.” Please clarify if the cash flows include all
distributions and transfers made to date.

In response
to the Staff’s comment, the Company has revised the relevant disclosure on page 7 of the Amended Registration Statement.

Summary of Risk Factors, page 7

 10. We note your response to our prior comment 8 as well as your revised disclosure. For each summary risk
identified here, please provide a cross-reference to the more detailed discussion of these risks in the prospectus. In this regard, we
are unable to locate in your risk factor section a discussion of the risks arising from the legal system in China, including risks and
uncertainties regarding how regulations in China can change quickly with little advance notice. Please also revise your summary of risk
factors to disclose the risks that your corporate structure and being based in or having the majority of the company’s operations
in China poses to investors. In particular, describe significant liquidity risks and cross-reference to the more detailed discussion of
this risk in your prospectus.

Please also revise to more specifically
discuss the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of the securities you are registering for sale. In this regard, we only note your disclosure regarding the risks that the “Chinese
government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers.”

In
response to the Staff’s comment, the Company respectfully submits that it has included a discussion of the risks arising from
the legal system in China, including risks and uncertainties regarding how regulations in China can change quickly with little
advance notice in the last paragraph of the risk factor captioned “[T]he Chinese government may intervene or influence our
operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers,
which could result in a material change in our operations and/or the value of our ordinary shares. Additionally, the PRC government
has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in
China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless” on page 23 of the Amended
Registration Statement. The Company has also revised the relevant disclosure on pages 15 to 17 of the Amended
Registration Statement.

Risk Factors, page 11

 11. Revise your risk factors to acknowledge that if the PRC government determines that the contractual
arrangements constituting part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted
differently in the future, the securities you are registering may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct
all or substantially all of your operations.

In response
to t

United States securities and exchange commission logo
January 27, 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. 2 to Registration Statement on Form F-3
Filed on December 22, 2021
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 November 17, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed December 22, 2021
Cover Page, page 1
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors.  If true,
please disclose, as you do on page 5, that these contracts have not been tested in court.

As a related matter, we also note your disclosure that “[t]he company that investors will
own may never have a direct ownership interest in the businesses that are conducted by

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 January 27, 2022 Page 2
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
January 27, 2022
Page 2
our VIE and its subsidiary.” Please also explain whether the VIE structure is used to
provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company.
2.We note your response to comment 1, as well as your revised disclosure that "[a]ll
references to “we,” “us,” “our,” or similar terms used in this prospectus refer to Skillful
Craftsman Education Technology Limited, a Cayman Islands exempted company,
including its wholly-owned subsidiaries, and, in the context of describing our operations
and consolidated financial information, our variable interest entity in China, including
Wuxi Kingway Technology Co., Ltd., or Wuxi Wangdao, and its subsidiary, Shenzhen
Qianhai Jisen Information Technology Ltd."   Please refrain from using terms such as
"we" or "our" when describing activities or functions of the VIE. In this regard, where you
disclose that the VIE is consolidated for accounting purposes, please also disclose, if true,
that the VIE is not an entity in which you own equity and that the holding company does
not own operations. Disclose clearly the entity (including the domicile) in which investors
are purchasing an interest.
3.We note your response to comment 2 as well as your revised disclosure quantifying "cash
flows" between the holding company, its subsidiaries and VIE.  Please also provide a
description of how cash is transferred through your organization and your intentions to
settle amounts owed under the VIE agreements. State whether any transfers have been
made to date between the holding company, its subsidiaries and consolidated VIE, or to
investors, and quantify the amounts where applicable. In this regard, we note that you
have discussed dividends and distributions only. Please also provide cross-references to
the condensed consolidating schedule and the consolidated financial statements.
4.We note your response to our prior comment 3 as well as your disclosure that you "rely on
contractual arrangements among [y]our PRC subsidiary, [y]our VIE and the VIE’s
nominee shareholders to control the business operations of [y]our VIE and its subsidiary,"
"[you] control and receive the economic benefits of the business operations of [y]our
VIE...," and "[t]he VIE Agreements are designed to provide [y]our subsidiary with the
power, rights, and obligations, including absolute control rights and the rights to the assets
property and revenue of the VIE." However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Accordingly, please refrain
from implying that the VIE agreement is equivalent to an equity ownership in the business
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 met for consolidation of the
VIE under U.S. GAAP. Additionally, your disclosure should clarify that you are the
primary beneficiary of the VIE for accounting purposes. Please make conforming changes
throughout your registration statement.  Please also tell us how the VIE structure may
provide "absolute" rights in light of the uncertainty regarding these contractual
agreements, as you disclose throughout your filing.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 January 27, 2022 Page 3
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
January 27, 2022
Page 3
5.We note that you provided prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether the risks discussed could result in a
material change in your operations and/or the value of the securities you are registering
for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. In this regard, we only note your disclosure that “[a] significant
part of our revenues are generated by the VIE. An event that results in the deconsolidation
of the VIEs would have a material effect on our operations and result in the value of the
securities diminish substantially or even become worthless.”

Your disclosure should also address how recent statements and regulatory actions by
China’s government, such as those related to the use of variable interest entities and data
security or anti-monopoly concerns, have or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange. In this
regard, we note that your response to comment 5 indicates that the revised disclosure is
included on pages 11 to 14 rather than on the cover page.  Please discuss here how these
risks relate to China's recent statements and regulatory actions, similar to your discussion
on page 3.  Please also disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
Prospectus Summary, page 2
6.We reissue comment 6, as it appears that you have not revised the disclosure in the
prospectus summary to provide the disclosure requested by the comment in this section. In
this regard, we note your revised disclosure beginning on page 22.
7.We note your revised disclosure in response to comment 7 and reissue the comment.
Disclose each permission or approval that you, your subsidiaries, or 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 of 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.  In this regard, we only note disclosure that "the approval of the CSRC
or other PRC government authorities may be required in connection with our offshore
offerings under PRC law..."  Please also describe 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

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 January 27, 2022 Page 4
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
January 27, 2022
Page 4
are required to obtain such permissions or approvals in the future. For example, expand
your disclosure of the "sanctions [that could be] imposed by the CSRC or other PRC
government authorities."
8.Disclose in your prospectus summary that trading in your securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or investigate completely your auditor, and that as a result an exchange
may determine to delist your securities. Disclosure whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.
Transfer of Cash to and from Our VIE, page 5
9.We note your quantification of "[t]he cash flows that have occurred between [y]our PRC
subsidiary and [y]our VIE, and between [y]our Cayman Islands holding company and
[y]our VIE." Please clarify if the cash flows include all distributions and transfers made to
date.
Summary of Risk Factors, page 7
10.We note your response to our prior comment 8 as well as your revised disclosure. For
each summary risk identified here, please provide a cross-reference to the more
detailed discussion of these risks in the prospectus.  In this regard, we are unable to locate
in your risk factor section a discussion of the risks arising from the legal system in China,
including risks and uncertainties regarding how regulations in China can change quickly
with little advance notice. Please also revise your summary of risk factors to disclose the
risks that your corporate structure and being based in or having the majority of the
company's operations in China poses to investors. In particular, describe significant
liquidity risks and cross-reference to the more detailed discussion of this risk in your
prospectus.

Please also revise to more specifically discuss the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. In this regard, we only note your disclosure regarding the risks that
the "Chinese government may intervene or influence our operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers."
Risk Factors, page 11
11.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 January 27, 2022 Page 5
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
January 27, 2022
Page 5
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
Our business is subject to various evolving PRC laws and regulations regarding data privacy,...,
page 11
12.We note your response and revised disclosure to comment 11 and reissue the comment in
part.  In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking to
list on a foreign exchange, please revise your disclosure to explain how this oversight
impacts your business and your offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date. In
doing so, please address the applicability of new regulations that will go into effect on
February 15 that will require internet platform operators holding data of more than 1
million users to undergo a network security review. In this regard, we only note your
revised disclosure on page 11 that "[you] could be subject to severe penalties or be forced
to relinquish our interests in those operations."
The PRC government's significant oversight over our business operation could result in a
material adverse change in our operations..., page 12
13.We note your disclosure regarding the PRC government's "significant oversight and
authority to exert influence." Please revise to also highlight the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of the securities you are registering.
Also, given recent statements by the Chinese government indicating an intent to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
We could be delisted if it is determined that the Public Company Accounting Oversight Board is
unable to inspect or investigate our auditor, page 12
14.We note your  your disclosure about the Holding Foreign Companies Accountable Act.
Please expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 January 27, 2022 Page 6
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
January 27, 2022
Page 6
If the PRC government determines that the contractual arrangements constituting part of our VIE
structure..., page 13
15.We note your revised disclosure regarding the "December 5th Reply." To ensure balanced
disclosure, where you discuss the "December 5th Reply," please clarify the uncertainty
regarding the legal system in China, including the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice.

CORRESP
1
filename1.htm

Will H. Cai

+852 3758 1210

wcai@cooley.com

December 22, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Scott Anderegg

  Ms. Jennifer López-Molina

Re: Skillful Craftsman Education Technology Ltd

  Responses to the Staff’s Comment Letter Dated November 17, 2021

  File No. 333-259498

Dear
Mr. Anderegg and Ms. López-Molina:

On behalf of our client, Skillful
Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated November 17, 2021 (the “Comment Letter”) on the
Amendment No.1 to the Registration Statement on Form F-3 publicly filed with the Commission on October 25, 2021 (the “Registration
Statement”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement
and is filing Amendment No.2 to the Registration Statement (the “Amended Registration Statement”) concurrently
with the submission of this response letter.

Set forth below are the Company’s
responses to the Comment Letter. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Amendment No. 1 to Registration Statement
on Form F-3 filed October 25, 2021

Prospectus Cover Page, page i

 1. We note your response and revised disclosure to comment 3 and reissue our comment. Clearly disclose
how you will refer to the holding company, subsidiaries, and VIEs 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.
Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. Disclose clearly
the entity (including the domicile) in which investors are purchasing their interest. For example, on your cover page you state that "[w]e
may offer the securities described in this prospectus from time to time at prices and on terms to be determined at or prior to the time
of the offering, up to $95,000,000." This disclosure appears to refer to Skillful Craftsman Education Technology Limited, a Cayman
Islands company. However, on page 2 you state that "[w]e currently provide approximately 642 vocational training courses that cover
a wide range of subjects such as mechanics, electronics, auto repair and construction," which appears to refer to your VIE. Please
revise your disclosure so that an investor clearly understands which entity you are referring to in your disclosure.

c/o
3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t:
+ 852 3758 1200 f: + 852 3014 7818 cooley.com

December 22, 2021

Page 2

In response to the
Staff’s comment, the Company has revised the relevant disclosure on cover page and pages 1 to 3 of the Amended Registration Statement.

With
these revisions, all references to “we,” “us,” “our,” or similar terms used in the Amended Registration
Statement refer to the group that consists of Skillful Craftsman Education Technology Limited, the Cayman Islands holding company, its
wholly-owned subsidiaries, and, in the context of describing our operations and consolidated financial information, our its variable
interest entity in China, Wuxi Kingway Technology Co., Ltd., and the subsidiary of the variable interest entity, Shenzhen Qianhai Jisen
Information Technology Ltd. “Skillful Craftsman” refers to Skillful Craftsman Education Technology Limited. "VIE"
or “Wuxi Wangdao” refers to our variable interest entity in China, Wuxi Kingway Technology Co., Ltd. “VIE’s subsidiary”
refers to Shenzhen Qianhai Jisen Information Technology Ltd.

 2. Provide here a description of how cash is transferred through your organization and disclosure regarding
your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions
have been made to date.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on the cover page of the Amended Registration Statement.

 3. We note your disclosure on page 4 and throughout your filing that you control and receive economic
benefits of Skillful Craftsman Education Technology Limited’s business operations through VIE agreements and that those agreements
are designed to provide your WFOE or PRC subsidiary with the power, rights, and obligations equivalent in all material respects to those
it would possess as the principal equity holder of the VIE. We also note disclosure that you are the primary beneficiary of the VIE. However,
you or your investors do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment of
the VIE. As such, when describing the design of the VIE agreements and related outcome, please refrain from implying that the VIE agreement
is equivalent to an equity ownership in the business 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 met for consolidation of the VIE under U.S. GAAP and your disclosure
should clarify that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should note, if true,
that the agreements have not been tested in a court of law.

In response to the Staff’s comment, the Company has
revised the relevant disclosure on the cover page and pages 4 and 13 of the Amended Registration Statement.

 4. We note your disclosure that the VIE structure is used to replicate foreign investment in China-based
companies. We note, however, that the structure provides contractual exposure to foreign investment in such companies rather than replicating
an investment. Please revise here and throughout your filing, accordingly.

In response to the Staff’s comment, the Company has
revised the relevant disclosure on the cover page and has checked the remainder of the Amended Registration Statement to ensure that nothing
indicates or implies that the VIE structure is used to replicate foreign investment in China-based companies.

c/o
3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t:
+ 852 3758 1200 f: + 852 3014 7818 cooley.com

December 22, 2021

Page 3

 5. We note your response to comment 2 and reissue the comment in part. In this regard, we note your disclosure
that "[you] face risks associated with regulatory approvals on offshore offerings, the use of variable interest entities, anti-monopoly
regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of PCAOB inspection on [y]our auditors, which
may impact [y]our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange."
Please discuss how these risks relate to China's recent statements and regulatory actions, similar to your discussion on page 3.

In response to the Staff’s comment, the Company has
revised the relevant disclosure on pages 11 to 14 of the Amended Registration Statement.

Prospectus summary, page 2

 6. We note your response to comment 8 in Annex I to your response letter. Please include in the prospectus
summary the disclosure you included in Annex I. In this regard, we note that the activity of the VIE is reflected in the line item titled
 “investments in subsidiaries and VIE” in the parent’s financial statements. Please provide a roll-forward of the investment
in subsidiaries and VIE line item.

In
response to the Staff’s comment, the Company has included the relevant disclosure in the Amended Registration Statement beginning
on page 22.

Recent Regulatory Developments, page 3

 7. We note your revised disclosure in response to comment 6. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve of the VIE's operations,
and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied. In this regard,
we only note disclosure referencing inquiries, notices, warnings or sanctions from the CSRC. Please disclose whether you are required
to obtain any approvals to offer securities to foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable
laws, regulations, or interpretations change and you are required to obtain approval in the future.

In response to the
Staff’s comment, the Company has included the relevant risk in “Prospectus Summary – Summary of Risk Factors –
Risks Related to Doing Business in China” on page 8 and revised the relevant disclosure on page 13 of the Amended Registration Statement.

Summary of Risk Factors, page 7

 8. We note your response to comment 5 and reissue the comment in part. Please discuss risks arising from
the legal system in China, including risks and uncertainties regarding how regulations in China can change quickly with little advance
notice and cross-reference to the more detailed discussion of these risks in the prospectus.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on pages 8 and 12 of the Amended Registration Statement.

c/o 3501
Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852
3758 1200 f: + 852 3014 7818 cooley.com

December 22, 2021

Page 4

Risk Factors, page 11

 9. We note from the audit opinion that you have a U.S. based auditor that is registered with the PCAOB
and currently subject to PCAOB inspection. Please disclose any material risks to the company and investors if it is later determined that
the PCAOB is unable to inspect or investigate completely your auditor because of a position taken by an authority in a foreign jurisdiction.
For example, disclose the risk that lack of inspection could cause trading in your securities to be prohibited under the Holding Foreign
Companies Accountable Act and as a result an exchange may determine, to delist your securities.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 12 of the Amended Registration Statement.

 10. Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two,
thus reducing the time period before your securities may be prohibited from trading or delisted.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 12 of the Amended Registration Statement.

 11. We note your response to comment 11 and your revised disclosure with regards to how the greater oversight
by the Cyberspace Administration of China may impact your business. Please revise your disclosure to also explain how this oversight impacts
your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC
to date.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 11 of the Amended Registration Statement.

General

 12. We note your response to comment 13. Please provide similar disclosure in your filing clarifying the
applicability of the “Opinions on Further Alleviating the Burden of Homework and After School Tutoring for Students in Compulsory
Education” to you and your business. Please also address if these guidelines may be expanded in the future to cover any of your
business or operations, in light of the uncertainties regarding the interpretation of laws, rules and regulations in China and given that
these rules can change quickly with little advance notice.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 3 of the Amended Registration Statement.

*                        *                        *

c/o 3501 Two Exchange
Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200
f: + 852 3014 7818 cooley.com

If you have any questions regarding
the Amended Registration Statement, please contact the undersigned by phone at +852-3758-1210 or via e-mail at wcai@cooley.com.

   Very truly yours,

    /s/
Will H. Cai

    Will H. Cai

cc: Xiaofeng
Gao, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

  Bin Fu, Co-Chief Executive Officer, Skillful Craftsman Education Technology Limited

  Dawei Chen, Chief Financial Officer, Skillful Craftsman Education Technology Limited

  Frank Parrish, Partner, TPS Thayer, LLC

c/o
3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t:
+ 852 3758 1200 f: + 852 3014 7818 cooley.com

United States securities and exchange commission logo
November 17, 2021
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. 1 to Registration Statement on Form F-3
Filed on October 25, 2021
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 September 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed October 25, 2021
Prospectus Cover Page, page i
1.We note your response and revised disclosure to comment 3 and reissue our comment.
Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.  For example, on your cover page you state
that "[w]e may offer the securities described in this prospectus from time to time at prices

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 November 17, 2021 Page 2
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
November 17, 2021
Page 2
and on terms to be determined at or prior to the time of the offering, up to $95,000,000."
This disclosure appears to refer to Skillful Craftsman Education Technology Limited, a
Cayman Islands company.  However, on page 2 you state that "[w]e currently provide
approximately 642 vocational training courses that cover a wide range of subjects such as
mechanics, electronics, auto repair and construction," which appears to refer to your VIE.
Please revise your disclosure so that an investor clearly understands which entity you are
referring to in your disclosure.
2.Provide here a description of how cash is transferred through your organization and
disclosure regarding your intentions to distribute earnings or settle amounts owed under
the VIE agreements.  State whether any transfers, dividends, or distributions have been
made to date.
3.We note your disclosure on page 4 and throughout your filing that you control and receive
economic benefits of Skillful Craftsman Education Technology Limited’s business
operations through VIE agreements and that those agreements are designed to provide
your WFOE or PRC subsidiary with the power, rights, and obligations equivalent in all
material respects to those it would possess as the principal equity holder of the VIE.  We
also note disclosure that you are the primary beneficiary of the VIE.  However, you or
your investors do not have an equity ownership in, direct foreign investment in, or control
through such ownership/investment of the VIE.  As such, when describing the design of
the VIE agreements and related outcome, please refrain from implying that the VIE
agreement is equivalent to an equity ownership in the business 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 met for consolidation of the VIE under U.S.
GAAP and your disclosure should clarify that, for accounting purposes, you will be the
primary beneficiary.  In addition, your disclosure should note, if true, that the agreements
have not been tested in a court of law.
4.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise here and throughout your filing, accordingly.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 November 17, 2021 Page 3
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
November 17, 2021
Page 3
5.We note your response to comment 2 and reissue the comment in part. In this regard, we
note your disclosure that "[you] face risks associated with regulatory approvals on
offshore offerings, the use of variable interest entities, anti-monopoly regulatory actions,
and oversight on cybersecurity and data privacy, as well as the lack of PCAOB inspection
on [y]our auditors, which may impact [y]our ability to conduct certain businesses, accept
foreign investments, or list on a United States or other foreign exchange." Please discuss
how these risks relate to China's recent statements and regulatory actions, similar to your
discussion on page 3.
Prospectus summary, page 2
6.We note your response to comment 8 in Annex I to your response letter. Please include in
the prospectus summary the disclosure you included in Annex I.  In this regard, we note
that the activity of the VIE is reflected in the line item titled “investments in subsidiaries
and VIE” in the parent’s financial statements.  Please provide a roll-forward of the
investment in subsidiaries and VIE line item.
Recent Regulatory Developments, page 3
7.We note your revised disclosure in response to comment 6.  State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the CSRC, CAC or
any other entity that is required to approve of the VIE's operations, and state affirmatively
whether you have received all requisite permissions and whether any permissions have
been denied. In this regard, we only note disclosure referencing inquiries, notices,
warnings or sanctions from the CSRC. Please disclose whether you are required to obtain
any approvals to offer securities to foreign investors, whether you have received such
approvals and the consequences to you and your investors if you do not receive or
maintain the approvals, inadvertently conclude that such approvals are not required, or
applicable laws, regulations, or interpretations change and you are required to obtain
approval in the future.
Summary of Risk Factors, page 7
8.We note your response to comment 5 and reissue the comment in part. Please discuss risks
arising from the legal system in China, including risks and uncertainties regarding how
regulations in China can change quickly with little advance notice and cross-reference to
the more detailed discussion of these risks in the prospectus.
Risk Factors, page 11
9.We note from the audit opinion that you have a U.S. based auditor that is registered with
the PCAOB and currently subject to PCAOB inspection.  Please disclose any material
risks to the company and investors if it is later determined that the PCAOB is unable to
inspect or investigate completely your auditor because of a position taken by an authority
in a foreign jurisdiction.  For example, disclose the risk that lack of inspection could cause

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 November 17, 2021 Page 4
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
November 17, 2021
Page 4
trading in your securities to be prohibited under the Holding Foreign Companies
Accountable Act and as a result an exchange may determine, to delist your securities.
10.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
11.We note your response to comment 11 and your revised disclosure with regards to how
the greater oversight by the Cyberspace Administration of China may impact your
business. Please revise your disclosure to also explain how this oversight impacts your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
General
12.We note your response to comment 13. Please provide similar disclosure in your filing
clarifying the applicability of the "Opinions on Further Alleviating the Burden of
Homework and After School Tutoring for Students in Compulsory Education" to you and
your business. Please also address if these guidelines may be expanded in the future to
cover any of your business or operations, in light of the uncertainties regarding the
interpretation of laws, rules and regulations in China and given that these rules can change
quickly with little advance notice.
            You may contact Scott Anderegg at 202-551-3342 or Jennifer López-Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Will H. Cai

    +852 3758 1210

    wcai@cooley.com

October 25, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

                                                                                Ms. Jennifer López-Molina

 Re: Skillful Craftsman Education Technology Ltd

Amendment No. 1 to Registration Statement
on Form F-3

File No. 333-259498

Dear Mr. Anderegg and Ms. López-Molina:

On behalf of our client,
Skillful Craftsman Education Technology Ltd (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s
responses to the comments contained in the Staff’s letter dated September 30, 2021 (the “Comment Letter”)
on the Registration Statement on Form F-3 publicly filed with the Commission on September 13, 2021 (the “Registration Statement”).
In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment
No.1 to the Registration Statement (the “Amended Registration Statement”) concurrently with the submission
of this response letter.

Set forth below are the Company’s
responses to the Comment Letter. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.

Registration Statement on Form F-3

Prospectus Cover Page, page i

 1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company
but a Cayman Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to investors. Explain whether the VIE structure is
used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the Chinese operating company. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your
operations and/or value of your securities, including that it could cause the value of such securities to significantly decline or become
worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of this structure.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

    October 25, 2021

    Page 2

In response to the
Staff’s comment, the Company has revised the relevant disclosure on the cover page of the Amended Registration Statement.

 2. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the
use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct
its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on the cover page of the Amended Registration Statement.

 3. Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in which investors are purchasing their interest.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on the cover page and page 1 of the Amended Registration Statement.

Prospectus Summary, page 2

 4. Disclose clearly that the company uses a structure that involves a VIE based in China and what that
entails and provide early in the summary a diagram of the company’s corporate structure, including who the equity ownership interests
are of each entity. Describe all contracts and arrangements through which you purport to obtain economic rights and exercise control that
results in consolidation of the VIE’s operations and financial results into your financial statements. Identify clearly the entity
in which investors are purchasing their interest and the entity(ies) in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company
may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on pages 3, 4 and 5 of the Amended Registration Statement.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

    October 25, 2021

    Page 3

 5. In your summary of risk factors, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors.In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on pages 7 and 8 of the Amended Registration Statement.

 6. Disclose each permission that you, your subsidiaries or your VIEs are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and state affirmatively
whether you have received all requisite permissions and whether any permissions have been denied.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on page 3 of the Amended Registration Statement.

 7. Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe
any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated
VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

In response to the
Staff’s comment, the Company has revised the relevant disclosure on pages 5 and 6 of the Amended Registration Statement.

 8. We note that the consolidated VIEs constitute a material part of your consolidated financial statements.
Please provide in tabular form condensed consolidating schedule - depicting the financial position, cash flows and results of operations
for the parent, the consolidated variable interest entities, and any eliminating adjustments separately - as of the same dates and for
the same periods for which audited consolidated financial statements are required. Highlight the financial statement information related
to the variable interest entity and parent, so an investor may evaluate the nature of assets held by, and the operations of, entities
apart from the variable interest entity, which includes the cash held and transferred among entities.

The Company respectfully
advises the Staff to refer to Annex I hereto, which sets forth in tabular form condensed consolidating schedule - depicting the
financial position, cash flows and results of operations for the parent, the consolidated variable interest entities, and any eliminating
adjustments separately - as of March 31, 2019, 2020 and 2021 and for the years ended March 31, 2019, 2020 and 2021.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

    October 25, 2021

    Page 4

Risk Factors, page 5

 9. Revise your risk factors to acknowledge that if the PRC government determines that the contractual
arrangements constituting part of your VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted
differently in the future, your shares may decline in value or become worthless if you are unable to assert your contractual control rights
over the assets of your PRC subsidiaries that conduct all or substantially all of your operations.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 12 of the Amended Registration Statement.

 10. Given the Chinese government’s significant oversight and discretion over the conduct of your
business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by
the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 12 of the Amended Registration Statement.

 11. In light of recent events indicating greater oversight by the Cyberspace Administration of China over
data security, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent
you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

In response to the Staff’s comment,
the Company has revised the relevant disclosure beginning on page 11 of the Amended Registration Statement.

 12. We note your discussion of the Data Security Law in the risk factor entitled "Our business is
subject to various evolving PRC laws and regulations regarding data privacy,..." Please revise to specifically address the Data Security
Law's impact upon your business.

In response to the Staff’s comment,
the Company has revised the relevant disclosure on page 11 of the Amended Registration Statement.

    c/o 3501 Two Exchange Square, 8 Connaught Place, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3014 7818 cooley.com

October 25, 2021

    Page 5

 13. We note the recent issuance of the “Opinions on Further Alleviating the Burden of Homework and
After School Tutoring for Students in Compulsory Education.” The Opinions appear to contain various requirements and restrictions
related to education services, including registration as non-profit, prohibition on foreign ownership, prohibition for listed companies
on raising capital to invest in businesses that teach academic subjects, limitations as to when tutoring services on academic subjects
may be provided and new fee standards. Disclose the applicability of these opinions to you and your business and how and when you expect
to comply. Please also address if these guidelines may be expanded in the future to cover any of your other business or operations.

The Company respectfully
advises the Staff that the Opinions on Further Alleviating the Burden of Homework and After School Tutoring for Students in Compulsory
Education (the “Opinions”), issued by the General Office of the Chinese Communist Party and General Office of the State Council
on July 24, 2021, will not have an adverse impact on the operations or financials of the Company because the activities regulated by the
Opinions are different from the Company’s business activities.

The Opinions contain
policy guidance on requirements and restrictions relating to online and offline after-school tutoring or training services which apply
to institutions operating in the area of discipline-based off-campus tutoring and training for students in compulsory education, namely
education for students aged from 6 to 15 years. Pursuant to the Opinions, (i) institutions providing after-school tutoring services on
academic subjects in the compulsory education system in China, or Academic AST Institutions, need to be registered as non-profit, no approval
will be granted to new Academic AST Institutions, and an approval mechanism will be adopted for online Academic AST Institutions; (ii)
foreign ownership in Academic AST Institutions is prohibited, including through contractual arrangements, and companies with existing
foreign ownership need to rectify the situation; (iii) listed companies are prohibited from raising capital to invest in Academic AST
Institutions; (iv) Academic AST Institutions are prohibited from providing tutoring services on academic subjects in compulsory education
during public holidays, weekends and school breaks; and (v) Academic AST Institutions must follow th

United States securities and exchange commission logo
September 30, 2021
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
Registration Statement on Form F-3
Filed on September 13, 2021
File No. 333-259498
Dear Mr. Gao:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form F-3 filed September 13, 2021
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors.  Explain
whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 30, 2021 Page 2
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 30, 2021
Page 2
your operations and/or value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company and the offering as a result of this
structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 2
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.   Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 30, 2021 Page 3
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 30, 2021
Page 3
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities.  Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors. State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 30, 2021 Page 4
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 30, 2021
Page 4
Risk Factors, page 5
9.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, please revise your disclosure to explain how this oversight
impacts your business and your offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
12.We note your discussion of the Data Security Law in the risk factor entitled "Our business
is subject to various evolving PRC laws and regulations regarding data privacy,..." Please
revise to specifically address the Data Security Law's impact upon your business.
13.We note the recent issuance of the “Opinions on Further Alleviating the Burden of
Homework and After School Tutoring for Students in Compulsory Education.” The
Opinions appear to contain various requirements and restrictions related to education
services, including registration as non-profit, prohibition on foreign ownership,
prohibition for listed companies on raising capital to invest in businesses that teach
academic subjects, limitations as to when tutoring services on academic subjects may be
provided and new fee standards. Disclose the applicability of these opinions to you and
your business and how and when you expect to comply. Please also address if these
guidelines may be expanded in the future to cover any of your other business or
operations.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 30, 2021 Page 5
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 30, 2021
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Scott Anderegg at 202-551-3342 or Jennifer López-Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
April 5, 2021
Xiaofeng Gao
Chief Executive Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Form 20-F for the Fiscal Year Ended March 31, 2020
Filed August 17, 2020
File No. 001-39360
Dear Mr. Gao:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Ellenoff, Grossman & Schole LLP

CORRESP
1
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Skillful Craftsman Education Technology
Ltd

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

Huishan District, Wuxi

Jiangsu Province, PRC 214000

VIA EDGAR

March 23, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Robert Shapiro

    Re:
    Skillful Craftsman Education Technology Ltd

    Form 20-F for the Fiscal Year Ended March 31, 2020

    Filed August 17, 2020

    File No. 001-39360

Dear Mr. Shapiro:

Skillful Craftsman
Education Technology Ltd (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”), on February 23, 2021, regarding the Annual Report
on Form 20-F for the Fiscal Year Ended March 31, 2020 submitted to the Commission on August 17, 2020.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response.

Form 20-F for the Fiscal Year Ended
March 31, 2020

Note 7. Intangible assets, net, page
20

 1. Please disclose the estimated aggregate amortization expense of intangible assets for each of
the five succeeding fiscal years. Refer to ASC 350-30-50-2(a)(3).

Response: In response to
the Staff’s comment, we intend to disclose the estimated amortization expense of intangible assets for each of the five
succeeding fiscal years in the Company’s Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2021 (the
 “FY2021 Form 20-F”) to be filed with the Commission, in accordance with ASC 350-30-50-2(a)(3). This
amortization amount is calculated based on the company’s net intangible assets on March 31, 2020. The courseware
development in progress on March 31, 2020 will be completed and converted into intangible assets on schedule in 2021. It is
estimated that it will be amortized from the completion date and will be fully amortized in 2026. The relevant intangible
assets are amortized using the straight-line method over the next five years. We respectfully advise the Staff to reference
Note 2 of the financial statements included in the Form 20-F “Summary of Significant Accounting Policies - g)
Intangible assets” on page F-11 for relevant amortization policies. In addition, the amount is calculated at the
exchange rate for U.S. dollars against RMB on March 31, 2020, which was US$1.00 for RMB7.0851, without considering the impact
of exchange rate changes. We respectfully advise the Staff to reference Note 2 of the financial statements included in the
Form 20-F “Summary of Significant Accounting Policies - t) Foreign currency translation” on page F-16 accordingly
for details.

U.S. Securities and Exchange Commission

Division of Corporation Finance

March 23, 2021

Page 2 of 2

In response to Staff’s
comment, the Company undertakes to include in its FY2021 Form 20-F the following table showing the estimated amortization expense
of intangible assets for each of the five succeeding fiscal years:

    Items (in $)
    FY2021
    FY2022
    FY2023
    FY2024
    FY2025
    Thereafter
    Total

    Software
      889,190
      790,391
      790,391
      790,391
      197,598
      -
      3,457,961

    Courseware
      4,278,105
      4,128,862
      2,717,340
      705,706
      705,706
      646,897
      13,182,617

    Copyrights
      812,974
      802,388
      601,262
      297,808
      139,730
      -
      2,654,162

    Aggregated amortized intangible assets
      5,980,269
      5,721,641
      4,108,993
      1,793,906
      1,043,034
      646,897
      19,294,740

* * *

We thank the Staff
for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Richard Anslow, at ranslow@egsllp.com
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Xiaofeng Gao

    Name: Xiaofeng Gao

    Title: Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Skillful Craftsman Education Technology
Ltd

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

Huishan District, Wuxi

Jiangsu Province, PRC 214000

VIA EDGAR

March 12, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Robert Shapiro

 Re: Skillful Craftsman Education Technology Ltd

Form 20-F for the Fiscal Year Ended March 31, 2020

Filed August 17, 2020

File No. 001-39360

Dear Mr. Shapiro:

Skillful Craftsman
Education Technology Ltd (the “Company,” “we,” “our” or “us”)
is in receipt of the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), on February 23, 2021, regarding the Annual Report on Form 20-F for the Fiscal Year Ended
March 31, 2020 submitted to the Commission on August 17, 2020.

The Company is diligently
working to draft appropriate disclosure to address the Staff’s comments, but is seeking additional time to discuss and finalize
a proposed response with its accountants and audit committee. The Company hereby respectfully requests a ten (10) business day
extension to respond to the above-referenced comment letter and undertakes to submit a formal response within such time frame.

We thank the Staff
for its consideration of the foregoing. If you have further comments, please feel free to contact our counsel, Richard Anslow,
at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Xiaofeng Gao

    Name: Xiaofeng Gao

    Title: Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 23, 2021
Xiaofeng Gao
Chief Executive Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Form 20-F for the Fiscal Year Ended March 31, 2020
Filed August 17, 2020
File No. 001-39360
Dear Mr. Gao:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2020
Note 7. Intangible assets, net, page 20
1.Please disclose the estimated aggregate amortization expense of intangible assets for each
of the five succeeding fiscal years.  Refer to ASC 350-30-50-2(a)(3).

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 February 23, 2021 Page 2
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
February 23, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Ellenoff, Grossman & Schole LLP

CORRESP
1
filename1.htm

Skillful Craftsman Education Technology
Limited

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

Huishan District, Wuxi

Jiangsu Province, PRC 214000

Tel: (86) 0510-81805788

June 29, 2020

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Inessa Kessman

    Re:
    Skillful Craftsman Education Technology Limited

    Registration Statement on Form F-1, as amended

    Filed April 24, 2020

    File No. 333-237815

Dear Ms. Kessman:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Skillful Craftsman Education Technology Limited, hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on June 30, 2020, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Xiaofeng Gao

    Xiaofeng Gao

    Chairman

    cc:
    Ellenoff Grossman & Schole LLP

    Schiff Hardin LLP

CORRESP
1
filename1.htm

June 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Skillful Craftsman Education Technology Limited

Registration Statement on Form
F-1 (File No. 333-237815)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as underwriter of the proposed
offering, hereby joins the request of Skillful Craftsman Education Technology Limited that the effective date of the above-referenced
Registration Statement on Form F-1 be declared effective at 4:30 p.m. (Washington, D.C. time) on June 30, 2020, or as soon as practicable
thereafter.

In connection with
this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as
many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    The Benchmark Company, LLC

    By:  /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    MD/Head of Equity Capital Markets

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

October 16, 2019
Xiaofeng Gao
Chief Executive Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October 7, 2019
CIK No. 0001782309
Dear Mr. Gao:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Use of Proceeds, page 47
1.We note that you anticipate being able to use the net proceeds from this offering in the
form of RMB through loans or capital contributions to your PRC subsidiary and VIE
entity.  Address the impact of PRC foreign exchange control restrictions on your ability to
convert the proceeds from U.S. dollars to RMB.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 October 16, 2019 Page 2
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
October 16, 2019
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 56
2.Revise to clarify the intended meaning of management measuring key performance
indicators by "comparing to a pre-set percentage, absolute amount or relative amount."
Additionally, adjust the diagram of your key performance indicator results to reflect the
correct fiscal years being used for purposes of comparing the changes year-over-year.
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
S. Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney-Adviser, at (202) 551-7951 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 5, 2019
Xiaofeng Gao
Chief Executive Officer
Skillful Craftsman Education Technology Ltd
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
Re:Skillful Craftsman Education Technology Ltd
Draft Registration Statement on Form F-1
Submitted August 13, 2019
CIK No. 0001782309
Dear Mr. Gao:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Revise to include the "Commission legend" on the outside front cover page of the
prospectus in accordance with Item 501(b)(7) of Regulation S-K.
Ordinary Shares, page 2
2.Where you state that you will not complete this offering unless your shares are listed on
the Nasdaq, clarify your intentions not to move forward with the offering until you receive
approval for listing from the Nasdaq.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 5, 2019 Page 2
 FirstName LastNameXiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 5, 2019
Page 2
Prospectus Summary, page 5
3.Highlight the restrictions imposed by PRC law on foreign ownership of companies
engaged in online value-added telecommunications business and disclose that as a result
of these restrictions you do not directly own any substantive operations in China.
Highlight that if your PRC VIE and its shareholders fail to perform their obligations under
the contractual arrangements, you could be limited in your ability to enforce the
contractual arrangements that give you effective control, and if you are unable to maintain
effective control, you would not be able to continue to consolidate the VIE's financial
results with your financial results.  State the percentage of revenues in your consolidated
financial statements that is derived from your VIE.  Disclose that you rely on dividends
and other distributions paid to you by your PRC subsidiary, which in turn depends on the
service fees paid to your PRC subsidiary from your VIE.  Confirm that you do not have
unfettered access to either your PRC subsidiary’s or VIE's revenues due to PRC legal
restrictions on the payment of dividends by PRC companies, foreign exchange control
restrictions, and the restrictions on foreign investment, among others.
Corporate Structure, page 7
4.Revise to add a diagram reflecting the anticipated post-offering ownership structure of the
Company, including the respective ownership percentages of purchasers of shares in this
offering.  Also revise your corporate structure diagram and related narrative disclosure to
clarify that Wuxi Kingway and Wuxi Wandao are one and the same.
Risk Factors
Risks Related to Our Business and Industry
If we are not able to continue to attract students to register on our training platforms, our
business...will be...adversely affected, page 13
5.Expand your disclosure here to also address the difficulties you face in converting non-
paying registered members to fee-paying members.  In that respect, we note that your fee-
paying members constitute approximately 4.5% of total registered members as of March
31, 2019 and your disclosure that the majority of your revenue is derived from fees paid
by your members.
Risks Related to Doing Business in China
PRC regulation on loans to, and direct investment in, PRC entities by offshore holding
companies...may prevent us from using the proceeds..., page 26
6.You disclose a series of regulatory restrictions and limitations with respect to providing
funding to your PRC subsidiary through loans or capital contributions (e.g., your PRC
subsidiary may not procure loans which exceed the difference between its total investment
amount and registered capital).  Quantify the extent to which you may make loans or
capital contributions to your PRC subsidiaries based upon the applicable PRC restrictions.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 5, 2019 Page 3
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 5, 2019
Page 3
Use of Proceeds, page 47
7.In light of the statutory limits and required regulatory approvals with respect to your
ability to make loans and capital contributions to your PRC subsidiary and VIE, please
quantify the amount of loans or capital contributions you anticipate being able to make to
your PRC subsidiary following this offering.  Also disclose, if true, that you expect the
IPO proceeds to be used in the PRC in the form of RMB and, therefore, your VIE will
need to convert any capital contributions or loans from U.S. dollars to RMB.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results of Operation, page 54
8.Disclose the potential impact of your plan to expand your offering of virtual experimental
training programs on your ability to manage costs and operating expenses effectively.
9.Please tell us whether management uses any key performance indicators, including non-
financial performance indicators to manage the business.  To the extent management uses
key performance indicators that would be material to investors, please include these
disclosures in the prospectus.
Results of Operations
Year Ended March 31, 2019 as Compared to Year Ended March 31, 2018
Revenue, page 57
10.We note your disclosure that your access to target member groups increased as a result of
your cooperation agreements, which in turn resulted in your revenue increasing.  Quantify
the impact of these cooperation agreements with respect to your results of operations.
Liquidity and Capital Resources, page 58
11.We note your disclosure on page F-18 which states, "Substantially all of the Group’s
operating activities are transacted in RMB, which is not freely convertible into foreign
currencies."  Please provide disclosure in your liquidity section regarding where your
current cash balance is located and your ability to repatriate the cash outside of the PRC.
Business
Our Strengths, page 67
12.Explain the benefits of owning and operating your own cloud computing system as
opposed to using a third party.  For example, explain how operating and managing your
own cloud-based system helps with expanding the scope of your training programs.  Any
related risks associated with managing your own platform should also be addressed in the
risk factors section.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 5, 2019 Page 4
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 5, 2019
Page 4
Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income, page F-4
13.Please round earnings per share to the nearest cent in order to not imply a greater degree
of precision than actually exists.  Please make similar revisions to the per share
information disclosed elsewhere within your filing such as in your Dilution disclosure and
in the Summary Consolidated Financial and Operating Data.
14.We note in the disclosure of your corporate structure on page 7 you hold a 60% ownership
in Xiaofeng Gao and a 40% ownership in Lugang Hua.  Please explain to us why you
have not attributed any profits to non-controlling interests in your income statement.
1. Organization and basis of financial statements, page F-7
15.On page 91 you state that, "we operate our relevant business through contractual
arrangements among Craftsman Wuxi, our PRC subsidiary, Wuxi Wangdao, our variable
interest entity, and the shareholders of Wuxi Wangdao."  However, your financial
statements never refer to "Craftsman Wuxi" or "Wuxi Wangdao."  Please revise to provide
consistent names of companies throughout your filing.
16.We note your statement on page F-8 that, "The Nominee Shareholders also agreed that,
unless the contractual obligations as defined in the Equity Interest Pledge Agreements are
fully performed by them or the secured debts under the Equity Interest Pledge Agreements
are paid in full (whichever later), they will not dispose of the pledged equity interests or
create or allow any encumbrance on the pledged equity interests."  You then state, "The
Equity Interest Pledge Agreements will remain binding until Kingway discharge all their
obligations under the Exclusive Business Corporation Agreements at the expiration of the
Exclusive Business Corporation Agreements."  Please clarify and disclose the termination
rights of the WFOE.  Explain why the Nominee Shareholders or Kingway, the VIE, have
any termination rights if the WFOE has control of the VIE.
17.Please clarify in your consolidation policy disclosure your specific policies with respect
to Xiaofeng Gao and Lugang Hua, and advise us accordingly.
6. Property and equipment, net, page F-20
18.You state that, "Server development in process represented the advance payment made to
a third party."  Please clarify this statement and explain why this is classified in property
plant and equipment versus prepayments.

 FirstName LastNameXiaofeng Gao
 Comapany NameSkillful Craftsman Education Technology Ltd
 September 5, 2019 Page 5
 FirstName LastName
Xiaofeng Gao
Skillful Craftsman Education Technology Ltd
September 5, 2019
Page 5
15. Commitments and Contingencies, page F-25
19.We note your statement on page 74 that, "Our current principal executive offices are
located at our headquarters in Wuxi, Jiangsu Province, comprising 1,219 square meters, at
Floor 4, Building 1, No. 311, Yanxin Road, Huishan District, Wuxi, Jiangsu Province,
PRC.  This facility currently accommodates our management headquarters, research and
development and general and administrative activities.  We rent this facility from an
unaffiliated third party for a monthly rent of RMB 526,660 (approximately $78,215).  The
lease will expire on December 31, 2019 and we do not anticipate any issue renewing such
lease."  However, on page F-25 you state, "On March 31, 2019, the Group had no future
minimum payments under non-cancelable operating leases."  Please revise accordingly.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
21.We note references to third-party research reports by iResearch, Tencent Research
Institution, and Ipsos Group S.A. in the prospectus.  Tell us whether you commissioned
any of these reports.  Additionally, please provide us with copies of the materials
supporting these third-party statements, clearly cross-referencing a statement with the
underlying factual support.
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
S. Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney-Adviser, at (202) 551-7951 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications