United States securities and exchange commission logo
February 22, 2021
Bom Suk Kim
Chief Executive Officer
Coupang, Inc.
Tower 730, 570, Songpa-daero, Songpa-gu
Seoul, Republic of Korea 05510
Re: Coupang, Inc.
Registration
Statement on Form S-1
Filed February 12,
2021
File No. 333-253030
Dear Mr. Kim:
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
response.
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 S-1 filed February 12, 2021
Market, Industry, and Other Data, page 66
1. We note your statement
that certain market and industry data in your registration
statement should not be
relied upon in making, or refraining from making, any investment
decision. Please note
that you are responsible for the disclosure contained in your
registration statement
and you cannot disclaim responsibility for such information,
as investors are
entitled to rely on such disclosure. Please remove this disclaimer. Please
also explain how you
determined that including this information in your filing was
appropriate if it
should not be relied upon by investors.
Bom Suk Kim
FirstName LastNameBom Suk Kim
Coupang, Inc.
Comapany22,
February NameCoupang,
2021 Inc.
February
Page 2 22, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis
Investments in Technology and Infrastructure, page 90
2. We note your revised disclosure in response to our prior Comment 7 in
our letter dated
January 5, 2021. Please further revise your discussion here to
quantify, to the extent
practicable, and discuss your expected future investments. In this
regard, we note the
disclosure in the letter from your founder that the company plans to
invest $870 million to
build seven new regional fulfillment centers and to invest billions
of dollars to create
new infrastructure and jobs in areas outside of Seoul. We similarly
note disclosure of
your plans to increase your workforce by 50,000 jobs discussed on page
127. In
your response letter dated January 15, 2021, you stated that the
company did not have
any material commitments related to its capital expenditures as of
December 31, 2019.
Please disclose whether the company had any material commitments for
capital
expenditures as of December 31, 2020.
Impact of COVID-19, page 91
3. We note your disclosure that you are incurring additional operating
expenses and expect
to continue to incur additional related expenses in the near future
as a result of the
COVID-19 pandemic. Here and elsewhere in your filing, as applicable,
please quantify
the additional expenses that you have incurred and expect to incur in
the near future.
Description of Capital Stock
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and
Bylaws, page
180
4. Please disclose the supermajority stockholder vote required to amend
your bylaws, as
provided in Article XIII of your bylaws.
Notes to Consolidated Financial Statements
Note 9. Convertible Notes and Derivative Instruments, page F-25
5. You disclose on page F-26 the fair value of the convertible notes was
$2,130.8 million.
These notes had a carrying value of $589.9 million at this date, of
which $501.5 million
was principal. Please explain to us why the fair value was so much
greater than the
carrying amount and why you believe the fair value is reasonable.
6. Also on page F-26 you disclose the fair value of the derivative
instrument was $0 and
$149.8 million at December 31, 2020 and 2019, respectively. Please
explain to us the
basis for the decrease and no value at December 31, 2020.
Exhibits
7. We note that you have have removed your AWS Enterprise Agreement from
the exhibit
index. Please revise to include the agreement, or tell us why you are
no longer required to
do so.
Bom Suk Kim
Coupang, Inc.
February 22, 2021
Page 3
General
8. We note your reference throughout to Euromonitor International Limited
for data on your
industry. Please tell us whether you commissioned any of the studies for
use in the
registration statement. If so, please identify in your disclosure that
you commissioned the
study and file a consent as an exhibit to the registration statement.
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
statement.
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
FirstName LastNameBom Suk Kim
Division of
Corporation Finance
Comapany NameCoupang, Inc.
Office of Trade &
Services
February 22, 2021 Page 3
cc: Calise Cheng, Esq.
FirstName LastName