Skillful Craftsman Education Technology Limited filed a Form 6-K on November 9, 2026, disclosing that it entered into a Convertible Note Purchase Agreement on November 3, 2026, with Thriving tech., Ltd. for a $2,000,000 unsecured convertible promissory note.

Key Highlights

  • Note principal: US$2,000,000, sold at par, payable by wire transfer against delivery of the Note.
  • Interest rate: Simple interest at 7% per annum, computed on a 360-day year of twelve 30-day months.
  • Maturity: Fifth anniversary of the effective date of November 3, 2026, when principal and accrued interest become payable.
  • Conversion price: 80% of the lowest closing bid price of the Ordinary Shares on Nasdaq during the ten consecutive trading days immediately preceding the applicable conversion notice, with a 10% share premium applied to shares issued.
  • Nasdaq issuance cap: Ordinary Shares issued upon conversion may not exceed 19.99% of shares (or voting power) outstanding immediately prior to the Purchase Agreement date, unless shareholder approval is obtained or an exemption applies.
  • Termination right: The Company may terminate the Purchase Agreement by written notice if closing has not occurred on or before December 31, 2026.
  • Governing law and disputes: The agreement and Note are governed by Hong Kong law, with disputes unresolved within 30 days submitted to arbitration before the Hong Kong International Arbitration Centre.

Details of the Convertible Note Agreement Between Skillful Craftsman and Thriving Tech

According to the filing, Skillful Craftsman Education Technology Limited (NASDAQ:EDTK), a Cayman Islands exempted company, entered into a Convertible Note Purchase Agreement on November 3, 2026, with Thriving tech., Ltd., a British Virgin Islands company. The Company agreed to issue and sell a convertible promissory note with an original principal amount of US$2,000,000 at a purchase price equal to that principal amount. The closing is to occur within 10 days after the Purchase Agreement date, or on a mutually agreed date, subject to customary closing conditions.

The filing states that the Note is unsecured and bears simple interest at 7% per annum. At any time after closing until the outstanding balance is paid in full, the holder may convert all or any portion of the outstanding balance, including accrued and unpaid interest, into Ordinary Shares of the Company with a par value of US$0.0002 per share. The number of shares issuable upon conversion equals the amount being converted divided by the conversion price, then multiplied by 1.10, reflecting a 10% share premium. The Company disclosed it retains the right to prepay all or any portion of the outstanding balance in cash at any time, except for any portion for which a conversion notice has been received and related shares have not yet been delivered.

The filing further discloses that trigger events include 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. The Note and Ordinary Shares issuable upon conversion are being offered and sold in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended, and/or other available exemptions. The report was signed by Chief Executive Officer Bin Fu.

What Was Disclosed

Skillful Craftsman Education Technology Limited reported entering into a $2,000,000 unsecured convertible promissory note agreement with Thriving tech., Ltd. on November 3, 2026, bearing 7% annual interest and maturing on the fifth anniversary of that date.