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United States securities and exchange commission logo
March 11, 2021
Mars Guangyuan Cai
Chief Executive Officer
Smart Share Global Ltd
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People's Republic of China
Re: Smart Share Global
Ltd
Amendment No. 1 to
Draft Registration
Statement on Form F-1
Submitted February
19, 2021
CIK No. 0001834253
Dear Mr. Cai:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Registration Statement on Form F-1 Submitted February
19, 2021
Prospectus Summary, page 1
1. We note your response
to our prior comment 1. While you have provided definitions of
"online network" and
"offline network" elsewhere in the document, we continue to believe
that the introductory
sentence stating that you are a "consumer tech company with a
massive online and
offline network" is vague and unclear in its relation to your business.
Please revise this
sentence to clarify how your description here is applicable to your
business of mobile
device charging. Please also avoid using the word "massive," or
otherwise provide
context to investors as to how you are defining the term massive.
Mars Guangyuan Cai
Smart Share Global Ltd
March 11, 2021
Page 2
Please make similar revisions where you use the phrase "massive
opportunities for
industry participants" and "[your] system also contains massive
current and potential
location partner database." Please also revise your definition of
"online network" to
remove references to your "large user base." Please also tell us if
there are any differences
between your "online network" and "registered users."
2. We note your response to our prior comment 2 and reissue it in part.
Please also tell us
whether you use the number of registered users as a key variable when
managing the
business.
3. We note your response to our prior comment 5 and reissue it. Please
provide additional
disclosure on your extensive coverage network, such as the average
number of POIs in
each province of China, so that investors understand the geographic
distribution of your
network.
4. We note the changes that you made in response to our prior comment 6,
including that a
wireless charging dock is an "undesirable alternation" to traditional
power bank
technologies. Please revise to explain why you believe that wireless
charging docks are
undesirable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Results of Operations, page 101
5. For the increase in your average incentives fee rate to 57.1% for the
nine months ended
September 30, 2020, please explain to us and provide detailed analysis
and discussion of
the increase in this financial metric from the corresponding period in
the prior year. In
this regard, please discuss how the increase in the average incentive
fee rate corresponds
to changes in the amount of entry fees paid to new location partners
and changes in
revenue for the periods as implied by your current disclosure on page
101. Refer to Staff
Release 33-10751 on the Commission Guidance on Management s
Discussion and
Analysis of Financial Condition and Results of Operations, Item
303(c)(2)(ii) of
Regulation S-K, and the instructions to Item 5 of Form 20-F.
Business, page 127
6. We note your response to our prior comment 16 and reissue it in part.
To the extent you
have entered into material agreements with any third parties,
including suppliers,
manufacturers, assembly partners, network partners, location partners,
and co-owners of
your advanced hardware and software technologies, please file copies
of such agreements
as exhibits.
Our Operation
FirstName Models, page
LastNameMars 135
Guangyuan Cai
Comapany
7. NameSmart
We note Share Global
your response Ltd comment 19 and reissue it in part.
Please include your
to our prior
March response
11, 2021 with
Page respect
2 to your network partner model in your disclosure.
FirstName LastName
Mars Guangyuan Cai
FirstName
Smart ShareLastNameMars
Global Ltd Guangyuan Cai
Comapany
March NameSmart Share Global Ltd
11, 2021
March3 11, 2021 Page 3
Page
FirstName LastName
Management Expertise, page 137
8. Where you state that you have achieved a "large market share," please
define the market
and disclose your market share for the particular period.
Smart Share Global Limited Financial Statements
Notes to Consolidated Financial Statements
2. Summary of principal accounting policies
(m) Revenue recognition, page F-20
9. Your disclosure on page F-21 indicates that you account for the sale
of cabinets to
network partners as embedded leases that are classified as capital
leases in your financial
statements. Please revise the notes to your financial statements to
include the disclosures
outlined in ASC 840-30-50-1a. and b. with respect to these capital
lease arrangements or
explain why you do not believe these disclosures are required.
You may contact Robert Shapiro at (202) 551-3273 or Linda Cvrkel at
(202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Z. Julie Gao