United States securities and exchange commission logo

                            April 20, 2021

       Zheng Xu
       Chief Executive Officer
       Missfresh Ltd
       3rd Floor, Block A, Vanke Times Center
       No. 9 Wangjing Street, Chaoyang District
       Beijing 100016
       The People   s Republic of China

                                                        Re: Missfresh Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted March 24,
                                                            CIK No. 0001851682

       Dear Mr. Xu:

              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 March 24, 2021

       Cover Page

   1.                                                   We note your disclosure
elsewhere in the prospectus that you will be a controlled
                                                        company following the
completion of the offering. Please include similar disclosure on
                                                        the cover page of your
       Prospectus Summary, page 1

   2.                                                   Please revise page 1
and elsewhere, as applicable, to precede disclosure of GMV with
                                                        disclosure of your
revenues to avoid giving undue prominence to this metric.
 Zheng Xu
FirstName   LastNameZheng Xu
Missfresh Ltd
April       NameMissfresh Ltd
       20, 2021
April 220, 2021 Page 2
FirstName LastName
3.       We note your definition of GMV on page 9. Please explain the
difference between GAAP
         revenue and GMV.
4.       We note your statements on page 2 that you "have transformed this
industry through our
         extensive market know-how and pioneering technological innovations"
and have
         "invented the distributed mini warehouse (DMW) model." Please provide
support for
         these statements.
5.       Please revise to provide additional detail on your mobile application
and Mini Program
         and highlight the differences between the two.
6.       Please revise to include the number of other companies are in the
         neighborhood retail industry. In addition, please specify how many are
"major players,"
         and define this term.
7.       Please add to the summary disclosure regarding your dual class capital
structure, the
         disparate voting rights of your Class A and Class B ordinary shares,
and the percent of the
         voting power the holder of Class A ordinary shares will control upon
completion of the
What We Have Achieved, page 3

8.       Please balance your disclosure by disclosing here the amount of your
indebtedness, which
         we note was RMB830.0 million (US$127.2 million) as of December 31,
Conventions that Apply to this Prospectus, page 9

9.       We note that you define "effective users" as "transacting users whose
payment in such
         given period exceed our related cost of products sold to such
transacting users." Please
         revise to disclose how you define your "related cost of products."
10.      Your definition of GMV includes the "total value of all orders, for
products and services
         placed on the Missfresh mobile app, Mini Programs or through
third-party platforms,
         excluding the orders that were canceled." Where you reference the GMV
of your
         competitors, or the industry at large (for example as it is used in
the iResearch Report),
         please revise to include the relevant distinctions between your
definition and any other
Overview, page 86

11.      You state you have established 622 DMWs in 16 cities in China as of
December 31,
         2020. On page 29 you state that some DMWs are managed by
third-parties, while on
         page 131 you state that all DMWs are managed by you. Please revise to
clarify what you
         mean by the term "established" and whether it means own and operate.
Please also revise
         the disclosures on pages 29 and 131 for consistency with how your DMWs
are managed.
         In addition, if some DMWs are managed by third-parties, please state
the extent to which
         this is so.
 Zheng Xu
Missfresh Ltd
April 20, 2021
Page 3
Impact of COVID-19, page 90

12.      We note your statement that "[d]espite the impact of the COVID-19
pandemic, our
         effective users increased from 7.2 million in 2019 to 8.7 million in
2020, and our gross
         profit increased by 128.5% from RMB520.9 million in 2019 to RMB1,190.4
million in
         2020." Please revise your disclosure to explain, as you do on page 90
of your registration
         statement, that the COVID-19 pandemic has caused more consumers to
change their
         grocery shopping from offline to online, which, in turn, has benefited
integrated retail
         platforms with a standardized and efficient supply chain.
Management's Discussion and Analysis
Results of Operations, page 93

13.      We note your sales increased 69.2% from 2018 to 2019 and 2.2% from
2019 to 2020.
         Please revise to explain the significant deceleration in your revenue
growth rate.
Industry, page 111

14.      We note your statement that "China   s neighborhood retail market has
         significant growth over the past five years." However, the preceding
chart illustrates that
         the overall numbers have decreased since 2016. Please revise to
reconcile your statement
         and the chart.
Our Innovative Business Model, page 122

15.      Please clarify how you operate your business. In doing so, please
explain in detail how
         the DMW model operates. In addition, please clarify the extent to
which you currently
         operate your business through traditional, bricks-and-mortar channels
and the extent to
         which your currently operate it through online channels, like apps and
platforms. Finally,
         please make conforming revisions to the prospectus summary.
Note 2. Significant Accounting Policies
(s) Research and development expenses, page F-25

16.    We note your research and development expenses include costs for
maintaining your
       technology platform and technology infrastructure costs, including
bandwidth and data
       center costs, rentals, utilities and other expenses necessary to support
your internal and
       external business. Some of these costs do not appear consistent with the
definition of
       Research and Development within the FASB Codification Master Glossary.
Please either
FirstName LastNameZheng Xu
       separate the research and development costs from other costs in your
financial statement
Comapany    NameMissfresh
       presentation,          Ltd changing the title of this financial
statement line and all
                      or consider
April 20,         to it3 throughout your filing.
          2021 Page
FirstName LastName
 Zheng Xu
FirstName   LastNameZheng Xu
Missfresh Ltd
April       NameMissfresh Ltd
       20, 2021
April 420, 2021 Page 4
FirstName LastName

17.      We note that you enter into strategic supply agreements, business
         agreements, lease agreements, and management agreements with your
delivery partners.
         To the extent these agreements are material, please file such
agreements as exhibits. In
         addition, please file as exhibits your agreements with Tencent, which
we note is the
         beneficial owner of shares of your preferred stock and has
representation on your board of
         directors. Please refer to Item 601(b)(10) of Regulation S-K.
       You may contact James Giugliano at (202) 551-3319 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with
any other


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