United States securities and exchange commission logo

                            February 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
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted January
15, 2021
                                                            CIK No. 0001834253

       Dear Mr. Cai:

              We have reviewed your 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

             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

       Draft Registration Statement on Form F-1 submitted January 15, 2021

       Prospectus Summary, page 1

   1.                                                   Please explain what you
mean by the statement that you have a massive online and offline
                                                        network. It is unclear
how this relates to your primary business of renting mobile device
 Mars Guangyuan Cai
Smart ShareLastNameMars
            Global Ltd Guangyuan Cai
February   NameSmart
             2021     Share Global Ltd
Page 2 11, 2021 Page 2
FirstName LastName
2.       Please disclose how you define a "registered user" and how this number
is calculated.
         Please also tell us whether you use the number of registered users as
a key variable when
         managing the business. If so, please disclose the number of registered
users in prior
         periods and for the current period. If not, please tell us why
management does not use this
3.       Please disclose how you define "prominent key accounts," whether by
contribution to
         revenue, or otherwise. To the extent you are substantially dependent
on any such key
         account, please disclose the account holder and discuss any agreements
with the KA.
4.       Please balance your disclosure regarding your deep market expertise
and proven business
         model with disclosure stating that you have only been in operation
since 2017.
5.       We note your reference to "extensive coverage." Please revise your
disclosure here and
         elsewhere in your prospectus to indicate the geographic areas in China
where your
         cabinets are located.
Our Industry, page 5

6.       Please balance your disclosure in this section to indicate that there
is increasing
         availability of complimentary charging devices and that mobile devices
may be available
         without charging docks in 8-10 years, as you disclose on page 122.
Use of Proceeds, page 82

7.       We note that you intend to use proceeds from the offering for the
exploration of potential
         mergers and acquisitions. To the extent that you have identified any
acquisition targets,
         please provide the information required by Item 3.C of Form 20-F.
Capitalization, page 84

8.       Please revise the second bullet point on page 84 to disclose the
amount of compensation
         expense that will be recognized in your financial statements upon the
vesting of
         20,250,000 of your founder's restricted shares upon the completion of
the offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

9.       Please revise to disclose the impact of your direct operation model
versus your network
         partner model on revenues, including how costs vary for your direct
operations and
         network partnerships.
Key Factors Affecting Our Results of Operations
Our ability to efficiently control the overall incentive fees, page 100

10.      You state that the increase in the incentive fee rate in 2020 was due
to an increase in
         incentive fees paid as well as a decrease in revenues. However, we
note that incentive
 Mars Guangyuan Cai
Smart Share Global Ltd
February 11, 2021
Page 3
         fees consist of entry fees as well as commissions, and a decrease in
revenues would
         suggest a decrease in commissions as well, which would result in a
decrease in the
         incentive fee rate. So that investors can understand why the incentive
fee rate increased
         despite the decrease in revenue, please disclose the percentage of
incentive fees that come
         from entry fees versus commissions.
Impact of COVID-19 Pandemic on our Business, page 102

11.      Please update and expand your discussion of the COVID-19 pandemic on
your results of
         operations and operating income to include quantifying the decreases
in employee
         headcount in the first and second quarters of 2020, reduced
commissions paid to local
         network partners, and the improvement of your key financial and
operating metrics in the
         third quarter of 2020. Refer to Item 303(a)(3)(ii) and (iii) of
Regulation S-K and the
         Commission's CF Disclosure Guidance: Topic No. 9 and 9A.
Contractual Obligations, page 111

12.      Please revise your table of contractual obligations to include the
contractual maturities of
         the financing payables disclosed in your balance sheet.
Critical Accounting Policies and Significant Judgements and Estimates
Revenue Recognition
Mobile Device Charging Business, page 115

13.      For your network partner model, please explain to us and expand your
disclosure to
         discuss the method used to amortize incentive fees for entry fees and
commissions paid
         to your partners. Refer to ASC 340-40-50-2.
Lagging battery technology breakthrough, page 121

14.      We note your statement that "[a]ccording to the iResearch Report,
there are two main
         ways for mobile devices, primarily smartphones, to increase their
battery capacities:
         increasing physical sizes of the batteries, or increasing battery
energy density, neither of
         which is feasible in the near term." Please provide additional support
for the statement
         that "neither of which is feasible in the near term" or tell us why
iReseach is qualified to
         make such a claim.
Continued expansion into lower-tier cities ..., page 124
FirstName LastNameMars Guangyuan Cai
15.    We note your distinction between lower-tier cities, higher-tier cities,
Tier 1, Tier 2, and
       Tier NameSmart    Share
            3 cities. Please   Global
                             revise     Ltd each of these terms and clarify
which of your
                                    to define
February 11, 2021 models
                    Page 3are used in each city.
FirstName LastName
 Mars Guangyuan Cai
Smart ShareLastNameMars
            Global Ltd Guangyuan Cai
February   NameSmart
             2021     Share Global Ltd
Page 4 11, 2021 Page 4
FirstName LastName
Business, page 126

16.      We note that you engage with a number of third parties, including
         manufacturers, assembly partners, network partners, location partners,
and co-owners of
         your advanced hardware and software technologies. To the extent you
have entered into
         material agreements with any of these parties, please file copies of
such agreements as
         exhibits. In particular, we note that ZMI accounts for a substantial
amount of your
         purchases, and that you have amounts due of RMB 89.4 million from ZMI.
Please file
         your agreements with ZMI. In addition, please file the notes you have
issued to ZMI, or
         tell us why you are not required to do so. See Form 20-F, Instruction
2(b)(i) to Exhibits.
Relentless focus on technology, page 128

17.      You disclose that you hold 23 patents related to power bank
technologies and design, and
         own all patents relating to your devices except for two patents which
you co-own with
         ZMI. Please revise to disclose the expiration dates for your material
issued patents, the
         applicable jurisdictions, and clarify the nature of protection
provided by such patents.
         Please also file the co-ownership agreement with ZMI, or tell us why
you are not required
         to do so.
Direct Operation, page 134

18.      Please disclose the general terms of your agreements with location
partners and with
         network partners, including the duration and termination provisions.
Where you state that
         your contracts are exclusive, please clarify if this prohibits the
partner from entering into
         an agreement with any other mobile charging service provider.
19.      Please indicate the percentage of POIs which operate under the direct
operation versus the
         network partners model in prior periods so that investors are able to
determine any trends
         in these models. Please provide similar information on the number of
network partners.
Our Operational Expertise, page 136

20.      Where you state that you have achieved a larger market share than
those of your
         competitors, please define the market and disclose your market share
for a particular
         period as well as the market share for your competitors.
Description of Share Capital, page 183

21.      Your authorized ordinary shares, convertible redeemable series A
preferred shares,
         convertible redeemable series A-1 preferred shares, convertible
redeemable series B-1
         preferred shares and convertible redeemable series C-2 preferred
shares as disclosed in the
         second paragraph on page 183 are inconsistent with those disclosed in
your balance sheet
         on page F-4. Please reconcile and revise these disclosures.
 Mars Guangyuan Cai
Smart ShareLastNameMars
            Global Ltd Guangyuan Cai
February   NameSmart
             2021     Share Global Ltd
Page 5 11, 2021 Page 5
FirstName LastName
22.      We note your risk factor disclosure on page 67 regarding your
dual-class structure,
         including the description of the provisions associated with your Class
B holder's
         ownership of ordinary shares. Please revise your Description of Share
Capital section to
         include a description of each of the provisions set forth in the risk
factor and also disclose
         the percentage of outstanding shares that Class B ordinary
shareholders must keep to
         continue to control the outcome of matters submitted to shareholders
for approval.
Exclusive Forum, page 187

23.      We note that your post-offering memorandum and articles of association
and the deposit
         agreement will include forum selection provisions that identify the
United States District
         Court for the Southern District of New York (or, if the United States
District Court for the
         Southern District of New York lacks subject matter jurisdiction over a
particular dispute,
         the state courts in New York County, New York) as the exclusive forum
within the United
         States for the resolution of any complaint asserting a cause of action
arising out of or
         relating in any way to the federal securities laws of the United
States. With respect to
         Securities Act claims, please state that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder. In that
regard, we note that
         Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder.
       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.


                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Z. Julie Gao