United States securities and exchange commission logo

                              October 27, 2022

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

                                                        Re: Shift Technologies,
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed October 18,
                                                            File No. 333-267601

       Dear Jeff Clementz:

              We have reviewed your amended registration statement and have the
       comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 11, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       U.S. Federal Income Tax Consequences of the Merger, page 153

   1.                                                   Please revise both your
disclosure and the opinion of counsel filed as Exhibit 8.1 to state
                                                        clearly that the
disclosure in the tax consequences sections of the prospectus is the opinion
                                                        of counsel. Please
refer to Sections III.B.2 and III.C.2 of Staff Legal Bulletin No. 19 for
 Jeff Clementz
FirstName  LastNameJeff
Shift Technologies, Inc. Clementz
October 27,NameShift
            2022       Technologies, Inc.
Page  2 27, 2022 Page 2
FirstName LastName
       Please contact Alyssa Wall at 202-551-8106 or Dietrich King at
202-551-8071 with any


                                                         Division of
Corporation Finance
                                                         Office of Trade &
cc:      Martin Glass