0001140361-22-039439.txt : 20221212 0001140361-22-039439.hdr.sgml : 20221212 20221101212851 ACCESSION NUMBER: 0001140361-22-039439 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHIFT TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001762322 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 825325852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2525 16TH STREET STREET 2: SUITE 316 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (815) 575-6739 MAIL ADDRESS: STREET 1: 2525 16TH STREET STREET 2: SUITE 316 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Insurance Acquisition Corp. DATE OF NAME CHANGE: 20181218 CORRESP 1 filename1.htm
Jenner & Block LLP
1155 Avenue of the Americas
New York, New York 10036

November 1, 2022
 
Via EDGAR
 
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
 
Shift Technologies, Inc.
Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-267601)
 
Ladies and Gentlemen:
 
On behalf of Shift Technologies, Inc., a Delaware corporation (the “Company”), we are responding to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on October 27, 2022, regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-267601, filed with the Commission on October 18, 2022 (the “Registration Statement”).
 
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made in response to the Staff’s comment have been made in Amendment No. 2 to the Registration Statement on Form S-4 (the “Amendment”), which is being filed with the Commission contemporaneously with the submission of this letter. Certain capitalized terms set forth in this letter are used as defined in the Amendment. Where, through the Amendment, the Company has revised the Registration Statement in response to the Staff’s comment, we have noted the applicable page number in the Company’s response.
 
Registration Statement on Form S-4
 
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 guidance.
 
Response:
 
The Company respectfully notes the Staff’s comment and a revised opinion of Jenner & Block LLP is being attached to the Amendment as Exhibit 8.1. Please also see the revised disclosure on pages 11-12, 155 and 158.
 
* * * *
 
If you have any questions concerning the above responses, please do not hesitate to contact the undersigned at mglass@jenner.com or (212) 891-1672.
   
 
Sincerely,
 
/s/ Martin C. Glass
   
 
Martin C. Glass
 
cc:
Valerie Ford Jacob
Sebastian L. Fain
Freshfields Bruckhaus Deringer US LLP