United States securities and exchange commission logo

                           October 11, 2022

       Jeff Clementz
       Chief Executive Officer
       Shift Technologies, Inc.
       290 Division Street, Suite 400
       San Francisco, California 94103

                                                        Re: Shift Technologies,
Statement on Form S-4
                                                            Filed September 26,
                                                            File No. 333-267601

       Dear Jeff Clementz:

              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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       The Merger
       Background of the Merger, page 66

   1.                                                   We note that
negotiations for a potential merger between CarLotz and Shift recommenced
                                                        in July 2022 after an
agreement between the companies "that a combination of CarLotz
                                                        and Shift could
potentially be beneficial to their respective stockholders from an
                                                        operational, strategic
and synergistic perspective..." Please elaborate on the potential
                                                        operational, strategic,
and synergistic benefits of the merger considered at that time.
                                                        Please also elaborate
on the "differing views on strategic focus, business models and
                                                        relative values of
CarLotz and Shift" in December 2021 when negotiations were originally
                                                        abandoned to provide
investors with additional information regarding the decision to
 Jeff Clementz
Shift Technologies, Inc.
October 11, 2022
Page 2
Shift Unaudited Prospective Financial Information, page 98

2.     We note your disclosure regarding the key estimates and assumptions
underlying the
       company's prospective financial information used in connection with the
       evaluation of the merger. Please elaborate on the estimates and
assumptions related to the
       increase in gross profit in fiscal year 2023 despite anticipated lower
3.     Please disclose how and why the timeframe leading out to 2031 projected
financial results
       was selected. Disclose whether or not the projections are in line with
historic operating
       trends and, if not, explain why the change in trends is appropriate.
CarLotz Unaudited Prospective Financial Information, page 100

4.     Please expand your discussion of the assumptions and estimates
underlying CarLotz's
       standalone forecast to address the projected decrease in Adjusted EBITDA
for fiscal year
       2024 in light of anticipated increased revenue and gross profit in that
U.S. Federal Income Tax Consequences of the Merger, page 153

5.     We note that the merger is intended to constitute a "reorganization"
within the meaning of
       Section 368(a) of the Internal Revenue Code. Please include a tax
opinion from counsel
       as appropriate or tell us why you are not required to do so. Please see
Item 601(b)(8) of
       Regulation S-K and Section III.A. of Staff Legal Bulletin No. 19 for
        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

       Please contact Alyssa Wall at 202-551-8106 or Dietrich King at
202-551-8071 with any

FirstName LastNameJeff Clementz
                                                             Division of
Corporation Finance
Comapany NameShift Technologies, Inc.
                                                             Office of Trade &
October 11, 2022 Page 2
cc:       Martin Glass
FirstName LastName