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                              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
 Xiaofeng Gao
FirstName  LastNameXiaofeng    Gao
Skillful Craftsman Education Technology Ltd
Comapany 30,
September   NameSkillful
                2021     Craftsman Education Technology Ltd
September
Page  2     30, 2021 Page 2
FirstName LastName
         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
 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
FirstName LastNameXiaofeng Gao
       variable interest entity and parent, so an investor may evaluate the
nature of assets held
Comapany    NameSkillful
       by, and             Craftsman
                the operations          Education
                                of, entities        Technology
                                             apart from         Ltd interest
entity, which includes
                                                        the variable
       the cash
September        held Page
            30, 2021  and transferred
                            3          among entities.
FirstName LastName
 Xiaofeng Gao
FirstName  LastNameXiaofeng    Gao
Skillful Craftsman Education Technology Ltd
Comapany 30,
September   NameSkillful
                2021     Craftsman Education Technology Ltd
September
Page  4     30, 2021 Page 4
FirstName LastName
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.
 Xiaofeng Gao
FirstName  LastNameXiaofeng    Gao
Skillful Craftsman Education Technology Ltd
Comapany 30,
September   NameSkillful
                2021     Craftsman Education Technology Ltd
September
Page  5     30, 2021 Page 5
FirstName LastName
        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 L  pez-Molina
at 202-551-
3792 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services