United States securities and exchange commission logo

                              March 18, 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
Statement on Form F-1
                                                            Filed March 12,
                                                            File No. 333-254228

       Dear Mr. Cai:

              We have reviewed your 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 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 F-1 filed March 12, 2021

       Prospectus Summary, page 4

   1.                                                   We note your response
to our prior comment 3 and reissue it. While your disclosure of
                                                        POIs in each tiered
city is helpful, it does not directly address your claims regarding your
                                                        "extensive" network in
a meaningful way. You also state that the POIs are in more than
                                                        1,500 regions in China,
but it is unclear how you are defining region and what this means
                                                        regarding overall
geographic coverage. 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.
 Mars Guangyuan Cai
Smart ShareLastNameMars
             Global Ltd Guangyuan Cai
March      NameSmart Share Global Ltd
       18, 2021
March2 18, 2021 Page 2
FirstName LastName
Capitalization, page 84

2.       Please revise the second and third bullet points to disclose the
amount of proceeds
         received in connection with the issuance of the 76,386,109 Series D-2
preferred shares in
         January 2021. Also, it is unclear as to how you arrived at the pro
forma amounts of the
         issued and outstanding Class A Ordinary shares (in both shares and
RMB) and additional
         paid in capital as of December 31, 2020. Please revise to provide
footnote disclosure in
         tabular format explaining how these amounts were calculated or
Management Expertise, page 137

3.       We note your response to our prior comment 8. Please revise to
disclose whether you
         have the largest market share in the mobile device charging space. If
not, please tell us
         how you rank compared to your competitors and the market share held by
your closest
        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

       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