Skillful Craftsman agrees to $2M convertible note

The conversion price is 80% of the lowest closing bid during the 10 consecutive trading days immediately before notice; issuance is capped at 19.99% until approval or exemption.

Available on EDGAR 11/09/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Skillful Craftsman Education Technology Ltd. (EDTK) agreed on November 3, 2026, to issue and sell the purchaser, Thriving tech., Ltd., an unsecured convertible promissory note with an original principal amount of US$2,000,000, for a purchase price equal to principal, payable by wire transfer against delivery. Closing is to occur within 10 days after the agreement date, or on another mutually agreed date, subject to satisfaction or waiver of customary closing conditions. The company may terminate if closing has not occurred on or before December 31, 2026.

The note bears 7% simple interest per annum and matures on the fifth anniversary of its effective date, November 3, 2026, when principal and accrued interest are payable. After closing, the holder may convert principal and accrued interest at a price equal to 80% of the lowest closing bid during the 10 consecutive trading days immediately preceding a conversion notice; the share formula includes a 10% premium. Until required shareholder approval under Nasdaq Listing Rule 5635 or an applicable exemption, the company may not issue more than 19.99% of the ordinary shares or voting power outstanding immediately before the agreement date. A trigger event not cured within 60 days after written notice becomes an event of default, allowing the holder to accelerate the balance for cash payment.

Filing Explained

Under the agreed note, Skillful Craftsman may prepay any portion of the outstanding balance in cash, except an amount covered by a conversion notice until the related shares are delivered.

Key Figures

Original principal amount: US$2,000,000 Simple interest rate: 7% per annum Conversion price: 80% of the lowest closing bid price +5 more

8 metrics

Original principal amount US$2,000,000 Convertible promissory note

Simple interest rate 7% per annum Computed on a 360-day year of twelve 30-day months

Conversion price 80% of the lowest closing bid price Lowest closing bid during the 10 consecutive trading days immediately preceding a conversion notice

Share premium 10% Conversion formula multiplies the converted amount divided by the conversion price by 1.10

Pre-approval conversion issuance limit 19.99% Of ordinary shares or voting power outstanding immediately before the agreement date, until required shareholder approval or an applicable exemption

Maturity Fifth anniversary Of the note's effective date, November 3, 2026

Cure period 60 days After written notice from the holder of a trigger event

Closing period 10 days After the Purchase Agreement date, or another mutually agreed date, subject to customary closing conditions

Key Terms

convertible promissory note, conversion price, share premium, event of default, +1 more

5 terms

convertible promissory note financial

"issue and sell ... an unsecured convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

conversion price financial

"80% of the lowest closing bid price"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

share premium financial

"reflecting a 10% share premium"

Share premium is the extra amount investors pay when a company issues new shares above the shares’ stated face (par) value — like paying more than a ticket’s face price because it’s in demand. It matters to investors because that extra money becomes part of the company’s equity, strengthening the balance sheet without adding debt and signaling market interest; it can also be used for certain corporate actions such as buybacks or covering issuance costs.

event of default financial

"it becomes an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Regulation S regulatory

"exemption from registration provided by Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the principal and interest terms of EDTK's convertible note?

EDTK agreed to issue a note with an original principal amount of US$2,000,000, bearing 7% simple interest per annum. The purchase price equals the original principal amount and is payable by wire transfer against delivery. Principal and accrued interest are payable at maturity.

How is the conversion price for EDTK's note calculated?

The conversion price is 80% of the lowest closing bid price during the 10 consecutive trading days immediately preceding the applicable conversion notice. The number of ordinary shares is calculated by dividing the amount converted by that price and multiplying by 1.10, reflecting a 10% share premium.

When can the holder accelerate EDTK's note?

A failure to pay an amount when due or the commencement of a voluntary or involuntary bankruptcy or insolvency proceeding is a trigger event. If it is not cured within 60 days after written notice from the holder, it becomes an event of default, and the holder may accelerate the balance, which is then due and payable in cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission file number: 001-39360

SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED

7th Floor, West Lobby, Building 7B

Shenzhen Bay Science and Technology Ecological Park

Nanshan District, Shenzhen, Guangdong Province, China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry into a Material Definitive Agreement

On November 3, 2026, Skillful Craftsman Education Technology Limited, a Cayman Islands exempted company (the “Company”), entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Thriving tech., Ltd., a company incorporated in British Virgin Islands (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser a convertible promissory note in the original principal amount of US$2,000,000 (the “Note”), for a purchase price equal to the original principal amount of the Note, payable by wire transfer against delivery of the Note. The closing is to occur within 10 days after the date of the Purchase Agreement, or on another mutually agreed date, subject to the satisfaction or waiver of customary closing conditions. The Company may terminate the Purchase Agreement by written notice if the closing has not occurred on or before December 31, 2026.

The Note is unsecured, bears simple interest at a rate of 7% per annum (computed on the basis of a 360-day year of twelve 30-day months), and matures on the fifth anniversary of its effective date of November 3, 2026, at which time the principal and accrued interest are payable. The Company may prepay all or any portion of the outstanding balance in cash at any time, other than any portion for which a conversion notice has been received and the related shares have not yet been delivered.

At any time after the closing until the outstanding balance is paid in full, the holder may convert all or any portion of the outstanding balance of the Note (including accrued and unpaid interest) into ordinary shares of the Company, par value US$0.0002 per share (the “Ordinary Shares”). The number of Ordinary Shares issuable upon conversion equals the amount being converted divided by the conversion price, multiplied by 1.10, reflecting a 10% share premium. The conversion price is 80% of the lowest closing bid price of the Ordinary Shares on Nasdaq during the ten consecutive trading days immediately preceding the date of the applicable conversion notice, subject to proportionate adjustment for share subdivisions and combinations. Unless and until the Company obtains any shareholder approval required under Nasdaq Listing Rule 5635, or an applicable exemption, the Company may not issue Ordinary Shares upon conversion of the Note in excess of 19.99% of the Ordinary Shares (or voting power) outstanding immediately prior to the date of the Purchase Agreement.

The Note provides for trigger events consisting of the Company’s failure to pay any amount when due and the commencement of any voluntary or involuntary bankruptcy or insolvency proceeding. If a trigger event is not cured within 60 days after written notice from the holder, it becomes an event of default, upon which the holder may accelerate the Note and declare the outstanding balance immediately due and payable in cash. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the Company has agreed to indemnify the Purchaser for losses arising from the Company’s breach. The Purchase Agreement and the Note are governed by the laws of Hong Kong, and disputes not resolved through good-faith negotiation within 30 days will be resolved by arbitration before the Hong Kong International Arbitration Centre.

The Note and the Ordinary Shares issuable upon conversion of the Note are being offered and sold in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and/or other available exemptions.

The foregoing descriptions of the Purchase Agreement and the Note are only summaries of their terms, do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the form of Note attached thereto, copies of which are filed as Exhibits 10.1 and 10.2 to this report and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number		Description
10.1		Convertible Note Purchase Agreement, dated as of November 3, 2026, by and between Skillful Craftsman Education Technology Limited and Thriving tech., Ltd.
10.2		Convertible Promissory Note

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
	(Registrant)
	By:	/s/ Bin Fu
	Name:	Bin Fu
	Title:	Chief Executive Officer

Date: November 9, 2026

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 91.1 KB
• EX-10.2 EX-10.2 81.5 KB