United States securities and exchange commission logo





                            May 31, 2023

       Oded Shein
       Chief Financial Officer
       Shift Technologies, Inc.
       290 Division Street, Suite 400
       San Francisco, California 94103

                                                        Re: Shift Technologies,
Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed March 31,
2023
                                                            Form 8-K Filed
March 28, 2023
                                                            File No. 1-38839

       Dear Oded Shein:

              We have reviewed your filings 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 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
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Results of Operations, page 50

   1.                                                   We note that you do not
discuss any line items below selling, general and administrative
                                                        expenses. Please tell
us how your presentation of results of operations complies with Item
                                                        303(b) of Regulation
S-K.
       Item 15. Exhibit and Financial Statement Schedules, page 137

   2.                                                   Please tell us why the
certifications filed as Exhibits 31.1 and 31.2 do not include
                                                        paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control
                                                        over financial
reporting. Similar omissions were made in Exhibits 31.1 and 31.2 of Form
                                                        10-Q for the Quarterly
Period Ended March 31, 2023. Refer to Item 601(b)(31) of
                                                        Regulation S-K.
 Oded Shein
Shift Technologies, Inc.
May 31, 2023
Page 2
Form 8-K Filed March 28, 2023

Exhibit 99.1, page 13

3.       You disclose gross profit per unit in total, retail, other and
wholesale as a GAAP
         measures; however, on pages 3 and 10 you identify these amounts as key
metrics. Please
         clarify or revise. Further, we note that the denominator in each
includes only retail units
         sold. Revise to explain why wholesale units sold are not included in
the applicable
         amounts and why the overall metric is useful to investors.
Exhibit 99.1, page 14

4.       Reference is made to your use of Adjusted EBITDA Margin, a non-GAAP
measure.
         Please present the most directly comparable financial measure
calculated and presented in
         accordance with GAAP. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
        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 Tony Watson at (202) 551-3318 or Adam Phippen at (202)
551-3336 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameOded Shein                                   Sincerely,
Comapany NameShift Technologies, Inc.
                                                               Division of
Corporation Finance
May 31, 2023 Page 2                                            Office of Trade
& Services
FirstName LastName