United States securities and exchange commission logo
March 8, 2021
Bom Suk Kim
Chief Executive Officer
Coupang, Inc.
Tower 730, 570, Songpa-daero, Songpa-gu
Seoul, Republic of Korea 05510
Re: Coupang, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 1, 2021
File No. 333-253030
Dear Mr. Kim:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1 Filed March 1,
2021
Capitalization, page 73
1. Here and elsewhere in
the filing you refer to profits interests and convertible preferred
units held by Mr. Kim
and by others. For clarity to investors, please disclose here and
elsewhere as
appropriate the number of interests/units held by each at December 31, 2020
and how these amounts
convert into the applicable pro forma number of shares of Class A
and Class B common
stocks at this date. If other dates are mentioned elsewhere in the
filing (for example,
January 31, 2021 on page 178) in regard to these holdings, please
provide the same
information for those dates.
2. Please clearly disclose
how the pro forma number of shares of Class B common stock of
174,802,990 is
determined. We note no shares of Class B are outstanding at December
31, 2020.
Bom Suk Kim
FirstName LastNameBom Suk Kim
Coupang, Inc.
Comapany
March NameCoupang, Inc.
8, 2021
March2 8, 2021 Page 2
Page
FirstName LastName
3. Please clearly disclose how the shares of Class A common stock of
1,260,155,178 pro
forma in the second bullet on page 73 and 1,430,711,152 pro forma
outstanding in the
table are determined. We note no shares of Class A are outstanding at
December 31,
2020.
4. In item (ii) of the second bullet regarding the pro forma basis, you
state equity-based
compensation expense of $41.0 million is reflected as an increase in
additional paid-in
capital and accumulated deficit. However, it appears the pro forma
amounts for these
items have each increased by $61.1 million from the respective actual
amounts. Please
clarify for us and in your filing as appropriate.
5. In "Pro forma information" in note 2 to the historical financial
statements on page F-8,
item (iv) is in regard to the issuance of 6.6 million shares of common
stock and associated
equity based compensation in connection with the conversion of
restricted equity units
into restricted stock units that vest. Please explain to us how the
assocated shares and
compensation expense are reflected in the capitalization table.
6. In note (1) to the capitalization table, you state each $1.00 increase
in the assumed initial
public offering price of $28.50 would cause an increase of $102.4
million. Please clarify
for us your computation of this.
Dilution, page 76
7. Please explain to us how you calculated the historical, pro forma and
pro forma as
adjusted net tangible book values of $(621.6) million, $(31.7) million
and $2.7 billion,
respectively, and per unit/share amounts on page 76, in the table on
page 77, the
paragraph under the table on page 77 and in the last paragraph on page
78.
Consolidated Balance Sheets, page F-4
8. In the filing you make a distinction between "common units" and
"profits interests."
Based on disclosure on page 182 under "General" within "Description of
Capital Stock," it
appears the "Common units" line in "Members' deficit" consists of
common units and
profits interests. Please advise if this is true, and if true, whether
it is appropriate and
useful to report separate lines for each. Additionally, clarify how
these ownership
interests are alike and differ.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Pro forma information (Unauditied), page F-8
9. Please reconcile for us the number of shares here to the corresponding
amounts presented
for capitalization purposes, as both portray pro forma amounts at
December 31, 2020 but
appear to differ. Include in the reconciliation all components making
up amounts for each
of Class A and B (for example, common units, profits interests and
redeemable
convertible preferred units).
Bom Suk Kim
Coupang, Inc.
March 8, 2021
Page 3
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
March 8, 2021 Page 3
cc: Calise Cheng, Esq.
FirstName LastName