SecProbe.io

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 July 28, 2025

Gaurav Anand
Chief Financial Officer
Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101

 Re: Coupang, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40115
Dear Gaurav Anand:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document July 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Re:     Coupang, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-40115 Dear Ms. Geddes and Mr. Friedman: We are providing this letter in response to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) contained in the letter, dated June 26, 2025, regarding the above-referenced Form 10-K for the fiscal year ended December 31, 2024 of Coupang, Inc. (“Coupang,” the “Company” or “we”). For ease of reference, we have also reproduced below the text of the Staff's comments in italics directly above the Company's responses. Proposed revisions of our disclosures are marked with underlines or strikethroughs to facilitate the Staff’s review. Form 10-K for Fiscal Year Ended December 31, 2024 Consolidated Financial Statements Notes to Consolidated Financial Statements 3. Segment Reporting, page 72 1. Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. We respectfully acknowledge the Staff’s comment. In our Form 10-Q for the quarter ended June 30, 2025 as well as in future annual filings, we will expand our disclosure as follows: The CODM uses two profitability measures, Segment Adjusted EBITDA and Segment Gross Profit, in assessing segment performance and allocating resources to each segment. Segment Adjusted EBITDA and Segment Gross Profit are evaluated on a monthly basis by our CODM by monitoring actual results versus prior periods. This comparison is performed to make strategic assessments and decisions regarding segment profitability, resource allocation, pricing strategies and cost optimization and whether to reinvest profits into each of these segments or into other initiatives. 1 2. Please tell us how you considered whether costs included in “operating, general and administrative” expenses were significant segment expenses in accordance with ASC 280-10-50-26A, or other segment items in accordance with ASC 280-10-50-26B. In defining segment adjusted EBITDA, you state “other segment items in reconciling from net revenues by segment to Segment Adjusted EBITDA include cost of sales, operating, general and administrative expense, and the adjustments described below." However, it appears from the table on page 73 that cost of sales is a significant segment expense. Please advise. After considering the points above, please also revise to present any costs included in Segment Adjusted EBITDA that are not deemed significant segment expenses as other segment items on a segment basis. We respectfully acknowledge the Staff’s comment. We advise the Staff that costs included in “operating, general and administrative” expenses are included in other segment items and do not include significant segment expenses regularly provided to the Chief Operating Decision Maker (“CODM”). The CODM is regularly provided Segment Adjusted EBITDA and Segment Gross Profit, from which segment cost of sales expense is easily computable. Accordingly, the disclosure included in our Form 10-K for the fiscal year ended December 31, 2024 disclosed segment cost of sales as a significant segment expense in accordance with ASC 280-10-50-26A. However, in addition to there being no expense information regularly provided to the CODM, the information regularly provided to the CODM does not provide the CODM enough information to easily compute other expenses categories included in reported segment profit or loss measures. Due to the adjustments for depreciation and amortization, equity-based compensation expense, impairments and other items that we do not believe are reflective of our ongoing operations included in both “cost of sales” and “operating, general and administrative” expense, the difference between Segment Gross Profit and Segment Adjusted EBITDA does not allow the CODM to easily compute “operating, general and administrative” expenses. In our Form 10-Q for the quarter ended June 30, 2025, as well as, future interim and annual filings we will revise our disclosure to clarify the presentation of these other segment items as follows: Segment Adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations. Other segment items in reconciling from net revenues by segment to Segment Adjusted EBITDA include cost of sales, operating, general and administrative expense, and the adjustments described below. 2 Reportable segment financial information is as follows: (in millions) 2024 2023 2022 Net revenues Product Commerce $ 26,699  $ 23,594  $ 19,955  Developing Offerings 3,569  789  628  Total net revenues $ 30,268   $ 24,383   $ 20,583   Cost of sales Product Commerce $ 18,594  $ 17,313  $ 15,280  Developing Offerings 2,843  880  593  Total cost of sales $ 21,437   $ 18,193   $ 15,873   Gross profit Product Commerce $ 8,105  $ 6,282  $ 4,675  Developing Offerings 726  (91) 35  Total gross profit $ 8,831   $ 6,190   $ 4,710   Other segment items (1) Product Commerce $ 6,099  $ 4,742  $ 4,069  Developing Offerings 1,357  375  260  Total other segment items $ 7,456   $ 5,116   $ 4,329   Segment adjusted EBITDA Product Commerce $ 2,006  $ 1,540  $ 606  Developing Offerings (631) (466) (225) Total segment adjusted EBITDA $ 1,375   $ 1,074   $ 381   (1) Other segment items relate to operating, general and administrative expense, excluding depreciation and amortization, equity-based compensation expense, impairments and other items that we do not believe are reflective of our ongoing operations. The CODM does not regularly review disaggregated expense information included within “Other segment items” for any individual segment. Reconciliations of segment profit or loss: (in millions) 2024 2023 2022 Total gross profit $ 8,831  $ 6,190  $ 4,710  Operating, general and administrative (8,395) (5,717) (4,822) Interest expense (140) (48) (27) Interest income 216  178  53  Other expense, net (39) (19) (7) Income (loss) before income taxes $ 473   $ 584   $ (93) 3 (in millions) 2024 2023 2022 Total segment adjusted EBITDA $ 1,375  $ 1,074  $ 381  Depreciation and amortization (433) (275) (231) Equity-based compensation (433) (326) (262) Acquisition and restructuring related costs (127) —  —  KFTC administrative fine (see Note 14) (121) —  —  FC Fire insurance gain 175  —  —  Interest expense (140) (48) (27) Interest income 216  178  53  Other expense, net (39) (19) (7) Income (loss) before income taxes $ 473   $ 584   $ (93) Note: Amounts may not foot due to rounding. *** If you have any questions regarding the response set forth above, please do not hesitate to contact me by email at jonlee@coupang.com. Sincerely, /s/ Jonathan Lee Jonathan Lee Chief Accounting Officer cc:     Harold Rogers, General Counsel & Chief Administrative Officer, Coupang, Inc. Ruby Alexander, VP, Deputy General Counsel & Corporate Secretary, Coupang, Inc. Lori Zyskowski, Gibson, Dunn & Crutcher LLP 4

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 Document June 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Re:     Coupang, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-40115 Dear Ms. Geddes and Mr. Friedman: Coupang, Inc. is in receipt of the comment letter dated June 26, 2025 from the staff of the Securities and Exchange Commission Division of Corporation Finance regarding the above-referenced filing. Pursuant to our request to Amy Geddes for an extension of time to respond, we hereby confirm that we will respond to the comment letter on or before July 25, 2025. If you have any questions, please do not hesitate to contact me by email at jonlee@coupang.com. Sincerely, /s/ Jonathan Lee Jonathan Lee Chief Accounting Officer cc:     Harold Rogers, General Counsel & Chief Administrative Officer, Coupang, Inc. Ruby Alexander, VP, Deputy General Counsel & Corporate Secretary, Coupang, Inc.     Lori Zyskowski, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
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<TEXT>
 June 26, 2025

Gaurav Anand
Chief Financial Officer
Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101

 Re: Coupang, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-40115
Dear Gaurav Anand:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Notes to Consolidated Financial Statements
3. Segment Reporting, page 72

1. Please tell us how your disclosure complies with the requirement to
disclose how the
 chief operating decision maker uses your reported measure of segment
profit or loss in
 assessing segment performance and deciding how to allocate resources
pursuant to
 ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance.
2. Please tell us how you considered whether costs included in
operating, general and
 administrative expenses were significant segment expenses in
accordance with ASC
 280-10-50-26A, or other segment items in accordance with ASC
280-10-50-26B.

 In defining segment adjusted EBITDA, you state other segment items in
reconciling
 from net revenues by segment to Segment Adjusted EBITDA include cost of
sales,
 operating, general and administrative expense, and the adjustments
described below."
 However, it appears from the table on page 73 that cost of sales is a
significant
 segment expense. Please advise. After considering the points above,
please also revise
 June 26, 2025
Page 2

 to present any costs included in Segment Adjusted EBITDA that are not
deemed
 significant segment expenses as other segment items on a segment basis.
 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.

 Please contact Amy Geddes at 202-551-3304 or Abe Friedman at
202-551-8298 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

September 6, 2024
Gaurav Anand
Chief Financial Officer
Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101
Re:Coupang, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40115
Dear Gaurav Anand:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

September 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549

Re:    Coupang, Inc.

Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-40115

Dear Mr. Friedman and Mr. Jones:

We are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission Division of Corporation Finance (the “Staff”) contained in the letter, dated August 14, 2024, regarding the above-referenced Form 10-K for the fiscal year ended December 31, 2023 of Coupang, Inc. (“Coupang,” the “Company” or “we”). For ease of reference, we have also reproduced below the text of the Staff’s comments in italics directly above the Company’s responses.

Form 10-K for Fiscal Year Ended December 31, 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 45

1.Please present your non-GAAP financial measures after your discussion of historical results of operations. Refer to Item 10(e)(i)(A) of Regulation S-K and Question 102.10 of the “Non-GAAP Financial Measures” Compliance and Disclosure Interpretations for guidance.

We respectfully acknowledge the Staff’s comment. We advise the Staff that in future interim and annual filings we will move the section titled “Non-GAAP Financial Measures” so that it appears after the section titled “Results of Operations.”

Results of Operations, page 47

2.Where you attribute material fluctuations in your results to multiple factors, please quantify each factor cited so investors may understand the magnitude and relative impact of each factor. As an example, you cite multiple factors which caused increases to your Product Commerce net revenues with specific reference to the impact of the

1

transition of FLC merchants to new contracts during the current year without quantification that would allow users to understand the impact of each factor. Refer to Item 303(b) of Regulation S-K and Section III.D of Release No. 33-6835 (501.04 of our Codification of Financial Reporting Policies) for guidance.

We respectfully acknowledge the Staff’s comment and will endeavor in future interim and annual filings to enhance our discussion by quantifying certain factors that result in material changes to our consolidated and segment results of operations to the extent

such information is both available and appropriate to enhance investors’ understanding of the magnitude and relative impact of each factor.

Presented below for illustrative purposes is an example of our proposed enhanced disclosure of Product Commerce net revenues (comparing the fiscal years ended December 31, 2023 and 2022) that includes additional quantitative detail to the extent not already disclosed. The revisions are marked with underlines or strikethroughs to

facilitate the Staff’s review.

The increase in Product Commerce net revenues are primarily due to continued growth in our Active Customers and total net revenues per Active Customer,

increasing 16% and 6% year-over-year, respectively driven by increased product selection of our owned inventory, increased customer engagement across more product categories, and increased merchants available on our marketplace. This was partially offset by the 5% net revenue decrease from impact of our transition of FLC merchants to new contracts now recognized on a net basis.

***

If you have any questions regarding the response set forth above, please do not hesitate to contact me by email at jonlee@coupang.com.

Sincerely,

/s/ Jonathan Lee

Jonathan Lee

Chief Accounting Officer

cc:  Harold Rogers, General Counsel & Chief Administrative Officer, Coupang, Inc.

  Ruby Alexander, VP & Deputy General Counsel, Coupang, Inc.

  Lori Zyskowski, Gibson, Dunn & Crutcher LLP

2

August 14, 2024
Gaurav Anand
Chief Financial Officer
Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101
Re:Coupang, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40115
Dear Gaurav Anand:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 45
1.Please present your non-GAAP financial measures after your discussion of historical
results of operations. Refer to Item 10(e)(i)(A) of Regulation S-K and Question 102.10 of
the "Non-GAAP Financial Measures" Compliance and Disclosure Interpretations for
guidance.
Results of Operations, page 47
2.Where you attribute material fluctuations in your results to multiple factors,
please quantify each factor cited so investors may understand the magnitude and relative
impact of each factor. As an example, you cite multiple factors which caused increases to
your Product Commerce net revenues with specific reference to the impact of
the transition of FLC merchants to new contracts during the the current year without
quantification that would allow users to understand the impact of each factor. Refer to
Item 303(b) of  Regulation S-K and Section III.D of Release No. 33-6835 (501.04 of our
Codification of Financial Reporting Policies) for guidance.

August 14, 2024
Page 2
            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.
            Please contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

Calise Y. Cheng

T: + 650 843 5172

ccheng@cooley.com

March 10, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn:     Amy Geddes

Doug Jones

Taylor Beech

Erin Jaskot

Re: Coupang, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed March 9, 2021

 File No. 333-253030

Ladies and Gentlemen:

On behalf of Coupang, Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by teleconference on March 9, 2021 with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1, filed on March 9, 2021 (the “Registration Statement”).

Attached are the Company’s proposed changes to the Registration Statement to address the Comments, which changes will be reflected in the Company’s final prospectus to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

*          *          *

Please contact me at (650) 843-5172 with any questions or further comments regarding our responses to the Staff’s Comments.

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 10, 2021

Page 2

Sincerely,

/s/ Calise Y. Cheng

Calise Y. Cheng

cc:       Bom Suk Kim, Coupang, Inc.

Gaurav Anand, Coupang, Inc.

Eric C. Jensen, Cooley LLP

Natalie Y. Karam, Cooley LLP

Tad J. Freese, Latham & Watkins LLP

Richard A. Kline, Latham & Watkins LLP

Sarah Axtell, Latham & Watkins LLP

Brian D. Paulson, Latham & Watkins LLP

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

CORRESP
1
filename1.htm

Document

Calise Y. Cheng

T: + 650 843 5172

ccheng@cooley.com

March 9, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn:     Amy Geddes

Doug Jones

Taylor Beech

Erin Jaskot

Re: Coupang, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed March 1, 2021

 File No. 333-253030

Ladies and Gentlemen:

On behalf of Coupang, Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated March 8, 2021 with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed on March 1, 2021 (the “Registration Statement”). The Company is concurrently filing Amendment No. 2 to the Registration Statement on Form S-1, which includes changes that reflect the responses to the Comments (the “Amended Registration Statement”).

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Amended Registration Statement, as filed on the date hereof.

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

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 2

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.

Response: The Company acknowledges the Staff’s Comment and advises the Staff that it has revised the disclosure on pages 12, 14, 71, 73, 75, 76, 78, 178, 182, and 189 accordingly. In order to aid the Staff’s review of the Amended Registration Statement, the Company is supplementally providing the Staff with the below tabular reconciliation of certain components that comprise the pro forma and pro forma as adjusted disclosures contained in the Amended Registration Statement.

 As of December 31, 2020

 Class A  Class B  Total Shares

As reported common units

 62,678,765    43,143,440    105,822,205

Conversion adjustment to reduce common units (designated as profits interests) into common stock

 (329,019)   —    (329,019)

Conversion of preferred units into common stock

 1,196,605,432    132,859,550    1,329,464,982

Common stock outstanding, post corporate conversion*

 1,258,955,178    176,002,990    1,434,958,168

Additional shares from issuance of vested  restricted equity units ("REUs"), balance at December 31, 2020**

 8,426,655    —    8,426,655

Conversion of convertible notes into common stock

 171,755,974    —    171,755,974

Pro forma shares outstanding

 1,439,137,807    176,002,990    1,615,140,797

Shares issued in this offering

 100,000,000      100,000,000

Sale of Mr. Kim's shares in the offering

 1,200,000    (1,200,000)   —

Pro forma as adjusted shares outstanding

 1,540,337,807    174,802,990    1,715,140,797

 ($ in thousands)

Convertible notes as of December 31, 2020

 $ 589,851

Additional accrued interest through conversion

 20,147

Book carrying value

 609,998

Debt discount

 25,464

Principal and accrued interest at conversion

 $ 635,462

Conversion to Class A common stock

 171,755,974

__________________

*    Disclosed as 1,260,155,178 shares of Class A common stock and 174,802,990 shares of Class B common stock in the Registration Statement. Such amounts have been revised to reflect the amounts shown in the table above in the Amended Registration Statement.

**    Such shares were not disclosed in the Registration Statement and are now reflected in the pro forma basis disclosure in the Amended Registration Statement.

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 3

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.

Response: The Company acknowledges the Staff’s Comment and respectfully refers the Staff to the Company’s response to Comment 1. The Company further advises the Staff that it has revised the disclosure on pages 12, 14, 71, 73, 75, 76, 78, 178, 182, and 189 accordingly.

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.

Response: The Company acknowledges the Staff’s Comment and respectfully refers the Staff to the Company’s response to Comment 1. The Company further advises the Staff that it has revised the disclosure on pages 12, 14, 71, 73, 75, 76, 78, 178, 182, and 189 accordingly.

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.

Response: The Company acknowledges the Staff’s Comment and advises the Staff that the change in accumulated deficit is $61.1 million, and comprises $41.0 million of cumulative equity-based compensation expense that would have been recognized had the offering occurred on December 31, 2020, as well as $20.1 million of additional interest expense that the Company expects to incur on the convertible notes for the period December 31, 2020 through the date of issuance. The Company has revised the disclosure on pages 14, 73, and 76 accordingly.

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 associated shares and compensation expense are reflected in the capitalization table.

Response: The Company acknowledges the Staff’s Comment and respectfully advises the Staff that the 6.6 million shares of common stock discussed on page F-8 of the Registration Statement reflect the Company’s corporate conversion and closing of the offering as if they occurred on January 1, 2020. The shares of common stock are computed using a weighted average for the year ended December 31, 2020 for the determination of the pro forma net loss per share amount that requires a weighted average number of shares, based on the share

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 4

activity during the period. The associated shares reflected on a pro forma basis in the capitalization table were determined as if the corporate conversion and closing of the offering occurred on December 31, 2020, with share balances based on figures as of that date.

In addition, the equity-based compensation reflected in the pro forma net loss per share on page F-8 of the Registration Statement reflects the Company’s corporate conversion and closing of the offering as if they occurred on January 1, 2020, which includes expense related to (i) restricted equity units, for which the service-based vesting conditions are satisfied and the qualifying performance-based liquidity event vesting condition will be satisfied in connection with this offering, (ii) accelerated vesting of profits interests in connection with this offering, and (iii) a performance-based profits interest award (for which the service-based vesting condition commences in connection with the offering). As the pro forma information presented in the capitalization table assumes the Company’s corporate conversion and closing of the offering on December 31, 2020, the equity-based compensation reflected in the pro forma net loss per common share calculation from the performance-based profits interest award of $18.8 million was not included in the capitalization table. Given the different methods of computation for the pro forma information in the respective disclosures, the shares of common stock and associated equity-based compensation expense will differ.

The Company has revised the disclosure in “Pro forma information” in Note 2 to the Company’s consolidated financial statements on pages F-8 and F-9 of the Amended Registration Statement to clarify the differences between the capitalization table and the pro forma information contained in “Pro forma information” in the Company’s consolidated financial statements.

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.

Response: The Company acknowledges the Staff’s Comment and respectfully advises the Staff that a $1.00 increase in the revised assumed initial public offering price per share of $33.00, the midpoint of the price range set forth on the cover page of the prospectus which forms a part of the Amended Registration Statement, would cause an increase of approximately $103.4 million in the pro forma as adjusted amount of each of cash, total members’/stockholders’ (deficit) equity, and total capitalization. The structure of the Company’s underwriting discounts and commissions arrangement may result in higher underwriting discounts that apply to the aggregate offering size if it exceeds certain thresholds. At the assumed initial public offering price per share of $33.00, the underwriting discounts applicable to the corresponding aggregate offering size are lower than the underwriting discounts applicable to the aggregate offering size after reflecting a $1.00 increase in the assumed initial public offering price per share. As a result of this arrangement, there is a corresponding increase in the Company’s net proceeds from the offering.

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 5

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.

Response: The Company acknowledges the Staff’s Comment and has supplementally provided the Staff with the below tabular reconciliation that explains how the Company calculated historical, pro forma and pro forma as adjusted net tangible book values and the per unit/share amounts disclosed in the Amended Registration Statement based on the revised price range. The Company has also revised the disclosure on page 76 accordingly.

 As of December 31, 2020

 ($ in thousands)

 Assets  Liabilities  Net tangible assets  Shares outstanding  Net tangible assets per share

As reported

 $ 5,067,332    $ (5,670,583)     105,822,205

Goodwill and certain intangible assets

 (18,344)   —      —

Historical net tangible assets

 $ 5,048,988    $ (5,670,583)   $ (621,595)   105,822,205    $ (5.87)

Conversion adjustment to reduce common units (designated as profits interests) into common stock

 —    —      (329,019)

Conversion of preferred units into common stock

 —    —      1,329,464,982

Additional shares from issuance of vested REUs, balance at December 31, 2020*

 —    —      8,426,655

Conversion of convertible notes into common stock

 —    589,851      171,755,974

Pro forma net tangible assets

 $ 5,048,988    $ (5,080,732)   $ (31,744)   1,615,140,797    $ (0.02)

Shares issued in this offering including net cash proceeds based on $33.00, the midpoint of the revised price range

 3,197,400    —      100,000,000

Sale of Mr. Kim's shares in the offering

 —    —      —

Pro forma as adjusted net tangible assets

 8,246,388    (5,080,732)   3,165,656    1,715,140,797    $ 1.85

Assuming exercise of all options

Exercise of options including cash proceeds and additional shares issued

 128,123    —      65,703,902

 $ 8,374,511    $ (5,080,732)   $ 3,293,779    1,780,844,699    $ 1.85

Assuming all REUs vested

Vesting of outstanding REUs

 —    —      20,765,071

 $ 8,246,388    $ (5,080,732)   $ 3,165,656    1,735,905,868    $ 1.82

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 6

 ($ in thousands)

Convertible notes as of December 31, 2020 $ 589,851

Additional accrued interest through conversion 20,147

Book carrying value

 609,998

Debt discount 25,464

Principal and accrued interest at conversion

 $ 635,462

Conversion to Class A common stock 171,755,974

__________________

*     Such shares were not disclosed in the Registration Statement and are now reflected in the pro forma dilution disclosure in the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s Comment and respectfully advises the Staff that profits interests represent common units issued and outstanding and are classified within the “Common units” line in “Members’ deficit.” The Company believes it is appropriate to report the profits interests as common units within the members’ deficit line in the consolidated balance sheets of the Company, given such profits interests are legally issued common units. The Company has historically granted certain common units that are designated as profits interests within the meaning of applicable provisions of the IRS Revenue Procedure.

Holders of profits interests have similar rights to those of common unit holders. Certain profits interests will convert at a ratio based on the excess of the per common unit value of the Company at the time of the Company’s corporate conversion over the per common unit value designated at the grant date of the profits interests, which is referred to as the participation threshold, as specified in the underlying award agreements for such profits interests.

The Company has clarified the disclosure on page F-15 accordingly to include further details as to the nature of profits interests and has disclosed the number of common units outstanding designated as profits interests as of December 31, 2020.

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

t: (650) 843-5000  f: (650) 849-7400  cooley.com

March 9, 2021

Page 7

Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

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.

 FirstName LastNameBom Suk Kim
 Comapany NameCoupang, Inc.
 March 8, 2021 Page 2
 FirstName LastNameBom Suk Kim
Coupang, Inc.
March 8, 2021
Page 2
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).

 FirstName LastNameBom Suk Kim
 Comapany NameCoupang, Inc.
 March 8, 2021 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Trade & Services
cc:       Calise Cheng, Esq.

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Coupang, Inc.

Tower 730, 570, Songpa-daero, Songpa-gu, Seoul

Republic of Korea

05510

March 8, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Amy Geddes

 Doug Jones

 Taylor Beech

 Erin Jaskot

RE:

 Coupang, Inc.

 Registration Statement on Form S-1

 File No. 333-253030

Ladies and Gentlemen:

Coupang, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, March 10, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Eric C. Jensen, Calise Y. Cheng and Natalie Y. Karam of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Calise Y. Cheng of Cooley LLP, counsel to the Registrant, at (650) 843 5172, or in her absence, Eric C. Jensen at (650) 843 5049.

[Signature Page Follows]

Very truly yours,

Coupang, Inc.

By:

 /s/ Gaurav Anand

Name:

 Gaurav Anand

Title:

 Chief Financial Officer

cc:

 Bom Suk Kim, Coupang, Inc.

 Eric C. Jensen, Cooley LLP

 Calise Y. Cheng, Cooley LLP

 Natalie Y. Karam, Cooley LLP

 Tad J. Freese, Latham & Watkins LLP

 Richard A. Kline, Latham & Watkins LLP

 Sarah Axtell, Latham & Watkins LLP

 Brian D. Paulson, Latham & Watkins LLP

[Company Signature Page to Acceleration Request]

CORRESP
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March 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Coupang, Inc.

  Registration Statement on Form S-1

  File No. 333-253030

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Coupang, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on March 10, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 2,349 copies of the Preliminary Prospectus dated March 1, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,

GOLDMAN SACHS & CO. LLC

as Representative of the Several Underwriters

By: /s/ William Connolly

 Name:  William Connolly

 Title:    Managing Director

[Coupang, Inc. – Signature Page to Underwriter Acceleration Request Letter]

CORRESP
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Calise Y. Cheng

+1 650 843 5172

ccheng@cooley.com

February 25, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn:  Amy Geddes

  Doug Jones

  Taylor Beech

  Erin Jaskot

Re: Coupang, Inc.

 Registration Statement on Form S-1

 Filed February 12, 2021

 File No. 333-253030

Ladies and Gentlemen:

On behalf of Coupang, Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated February 22, 2021 with respect to the Company’s Registration Statement on Form S-1, filed on February 12, 2021 (the “Registration Statement”).

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter.

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.

Response: The Company acknowledges the Staff’s Comment and will remove the disclaimer and make certain other changes to the disclosure in a future amendment to the Registration Statement, as illustrated below. The Company believes that the market research estimates are helpful information to investors in understanding the Company’s market opportunity, but, as disclosed on page 41 of the Registration Statement, estimates of market opportunity and forecasts of market growth are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The Company believes that it is important to disclose this risk to investors.

Market, Industry, and Other Data

Information in this prospectus on our position as the largest product e-commerce player in Korea, our B2C logistics footprint in Korea, total SKU count, speed of our delivery service, and size of Coupang Eats is from independent market research carried out by Euromonitor International Limited in a report titled South Korea E-Commerce Market, which was commissioned by us. Materials in this prospectus include market research estimates based on various official published sources and trade opinion surveys conducted by Euromonitor, and has been prepared primarily as a research tool. Euromonitor believes that it used suitable sources of information and methodologies for this study, but due to the nature of the techniques and methodologies used in market research, Euromonitor cannot guarantee the accuracy of such information. Research conducted on South Korea only. Korea used to mean South Korea, consistent with the Korean language.

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.

Response: The Company acknowledges the Staff’s Comment and is further supplementally providing the Staff with the revised disclosure that it expects to include in a future amendment to the Registration Statement, as illustrated below:

Investments in Technology and Infrastructure

We have made and will continue to make significant investments in our technology and infrastructure network to attract new customers and merchants, enhance the customer experience, and expand the capabilities and scope of our network. These investments will be a key driver of our long-term growth and competitiveness, but will negatively impact operating margin in the near-term.

Our results of operations depend on our ability to invest in our infrastructure to cost-effectively meet the demands of our anticipated growth. We operate the largest B2C logistics footprint as compared to other product e-commerce players in Korea. As of December 31, 2020, we had over 100 fulfillment and logistics centers in over 30 cities, encompassing over 25 million square feet. We plan to make investments to drive efficiency improvements in our fulfillment and logistics centers, accommodate greater selection, and support new offerings. We expect to continue to expand our last-mile delivery infrastructure, which today is the largest directly employed delivery fleet in Korea. As part of this expansion, to fulfill anticipated future customer demand, we plan to invest $870 million to build seven regional fulfillment centers over the next few years, for which we have not entered into any material commitments as of December 31, 2020. We have entered into construction contracts for other fulfillment center projects underway, each of which is expected to be completed within one year, with remaining commitments for capital expenditures of $208.0 million as of December 31, 2020. We expect that our future expenditures throughout Korea for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.

2

Liquidity and Capital Resources

Liquidity

As of December 31, 2020 and 2019, we had members’ deficit of $(4.1) billion and $(3.5) billion, respectively. We anticipate that we will continue to incur losses for the next few years. We expect that our investment into our growth strategy will continue to be significant, including with respect to the expansion of our fulfillment, logistics, and technology capabilities. As part of this expansion, to fulfill anticipated future customer demand, we plan to invest $870 million to build seven regional fulfillment centers over the next few years, for which we have not entered into any material commitments as of December 31, 2020. We have entered into construction contracts or other fulfillment center projects underway, each of which is expected to be completed within one year, with remaining commitments for capital expenditures of $208.0 million as of December 31, 2020. We expect that our future expenditures throughout Korea for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.

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.

Response: The Company acknowledges the Staff’s Comment and is further supplementally providing the Staff with the revised disclosure that it expects to include in a future amendment to the Registration Statement, as illustrated below:

Impact of COVID-19

In addition, since the initial outbreak of COVID-19, we have made numerous process updates across our operations and have adapted our fulfillment and delivery infrastructure to implement additional employee and customer safety measures, including enhanced cleaning and physical distancing, personal protective gear, disinfectant spraying, and temperature checks. These measures have been implemented to minimize the risk of spread of COVID-19 to our workers, our customers, and the communities in which we operate, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our workers, customers, merchants, and suppliers. We also made other operational changes in our response to COVID-19 that negatively impacted our logistics and operations cost structure during the year, including costs relating to facility shutdown and remediation efforts and higher temporary labor costs. As a result, during 2020 we incurred $221.3 million in costs that we believe are attributable to impacts from the COVID-19 pandemic.

We expect these effects on our fulfillment and delivery infrastructure, as well as other operational and selling related impacts, to continue into the near future. However, the global impact of COVID-19 continues to rapidly evolve. We do not yet know the full extent of potential impacts of the pandemic on our business or operations or on the global economy, including the impact on our business and operations as a consequence of any future developments related to the duration and scope of the pandemic, any recurrence of the disease, the actions taken in response to the pandemic, the scale and rate of economic recovery from the pandemic, any ongoing effects on consumer demand and spending patterns, or other impacts of the pandemic, and whether these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations, cash flows, or financial condition. For additional details, refer to the section titled “Risk Factors” contained elsewhere in this prospectus.

3

Our Response to COVID-19

In addition, since the initial outbreak of COVID-19, we have made numerous process updates across our operations and have adapted our fulfillment and delivery infrastructure to implement additional employee and customer safety measures, including enhanced cleaning and physical distancing, personal protective gear, disinfectant spraying, and temperature checks. Also, to prevent the local community from experiencing difficulties arising from mask price hikes, we froze the prices and sold more than 600 million masks. When cluster infections occurred, leading to a shortage of masks, hand sanitizer, and various daily necessities, Coupang, with our nationwide logistics network that delivers parcels in just one day, enabled the sale and delivery of daily necessities that the local communities needed.

These measures have been implemented to minimize the risk of spread of COVID-19 to our workers, our customers, and the communities in which we operate, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our workers, customers, merchants, and suppliers.  We also made other operational changes in our response to COVID-19 that negatively impacted our logistics and operations cost structure during the year, including costs relating to facility shutdown and remediation efforts and higher temporary labor costs. As a result, during 2020 we incurred $221.3 million in costs that we believe are attributable to impacts from the COVID-19 pandemic, and we expect to continue to incur additional related expenses 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.

Response: The Company acknowledges the Staff’s Comment and is supplementally providing the Staff with the revised disclosure it expects to include in a future amendment to the Registration Statement, as illustrated below:

Amendment of Charter Provisions

The amendment of any of the above provisions would require approval of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of our company entitled to vote generally in the election of directors, voting together as a single class. In addition, any amendment of our bylaws will require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Any amendments, alterations, or repeal of any provision of our certificate of incorporation or bylaws that modifies the voting, conversion or other powers, preferences, or other special rights or privileges, or qualifications, limitations or restrictions of our Class B common stock would require the approval of the holders of a majority of the voting power of the Class B common stock then outstanding.

The provisions of Delaware law, our certificate of incorporation, and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Notes to Consolidated Financial Statements

4

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.

Response: The Company respectfully acknowledges the Staff’s Comment and supplementally advises the Staff that the Company’s convertible notes have different potential settlement scenarios for the convertible note holders, including a mandatory conversion upon consummation of a qualifying public offering (the “IPO”). The valuation of the convertible notes was performed with the assistance of third-party valuation specialists, considering the value attributable to note holders upon likely settlement scenarios using, in part, a Discounted Cash Flow analysis.

For the valuation as of December 31, 2020, a probability was assigned to the mandatory conversion of the convertible notes upon consummation of an IPO. This valuation model incorporated several factors, including the timing of an IPO conversion, the number of units the convertible notes would convert into, and the derived fair value at conversion based on the Company’s estimated equity value. As disclosed in Note 9, in connection with a conversion upon consummation of an IPO, the convertible notes convert into units of the Company’s equity securities issued at the lower of (i) the relevant equity price in connection with the IPO with a discount rate range that begins at 25% and increases to a maximum of 40%, over the four-year term (the “Applicable Discount Factor Conversion”), and (ii) a price calculated by dividing $6.3 billion with the number of common or ordinary equity securities, on an as-converted and as-exercised basis, outstanding on the closing of such IPO (the “Conversion Price Cap”). As

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CONFIDENTIAL TREATMENT REQUESTED

BY COUPANG, INC.: CPNG-0001

Calise Y. Cheng

+1 650 843 5172

ccheng@cooley.com

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

February 24, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn:    Amy Geddes

Doug Jones

Taylor Beech

Erin Jaskot

Re: Coupang, Inc.

 Draft Registration Statement on Form S-1

 Filed February 12, 2021

 File No.: 333-253030

Ladies and Gentlemen:

On behalf of Coupang, Inc. (the “Company”), we are providing the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with information regarding the proposed preliminary price range of the shares of Class A common stock to be offered in the Company’s proposed initial public offering (“IPO”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-253030), initially filed with the Commission on February 12, 2021.

Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person.  The Company has sent to the Commission a separate copy of this letter, marked to

CONFIDENTIAL TREATMENT REQUESTED

BY COUPANG, INC.: CPNG-0001

show the portions redacted from the version confidentially submitted via EDGAR and for which the Company is requesting confidential treatment.  In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least 10 business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it.  In such event, we request that you telephone the undersigned at (650) 843-5172 rather than rely on the U.S. mail for such notice.

Preliminary Price Range

The Company supplementally advises the Staff that, on February 24, 2021, representatives of Goldman Sachs & Co. LLC, the lead underwriter of the IPO and on behalf of the underwriters, recommended a preliminary price range of [***] per share of Class A common stock (“Preliminary Price Range”).  The proposed Preliminary Price Range is informed by current market conditions, the Company’s financial condition and prospects, the performance of recent initial public offerings in the Company’s industry and the current market valuations of other high-growth companies in the Company’s industry.

*          *          *

Please contact me at (650) 843-5172 with any questions.

Sincerely,

/s/ Calise Y. Cheng

Calise Y. Cheng

cc:       Bom Suk Kim, Coupang, Inc.

Gaurav Anand, Coupang, Inc.

Eric C. Jensen, Cooley LLP

Natalie Y. Karam, Cooley LLP

Tad J. Freese, Latham & Watkins LLP

Richard A. Kline, Latham & Watkins LLP

Brian D. Paulson, Latham & Watkins LLP

Sarah Axtell, Latham & Watkins LLP

2

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.

 FirstName LastNameBom Suk Kim
 Comapany NameCoupang, Inc.
 February 22, 2021 Page 2
 FirstName LastName
Bom Suk Kim
Coupang, Inc.
February 22, 2021
Page 2
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.

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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,
Division of Corporation Finance
Office of Trade & Services
cc:       Calise Cheng, Esq.

United States securities and exchange commission logo
February 1, 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 Draft Registration Statement on Form S-1
Submitted January 15, 2021
CIK No. 0001834584
Dear Mr. Kim:
            We have reviewed your amended 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 response.
            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
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 15, 2021
The dual class structure of our common stock, page 55
1.We note your revisions in response to our prior comment 4.  Please further revise to
disclose the dilutive effect on the Class A holders that will occur as the result of future
conversion of Class B common stock.
Factors Affecting Our Performance, page 82
2.We note your response to our prior comment 5.  Please tell us why you believe that
information about long-term drivers of revenue is not meaningful to investors.  In
addition, without knowing the percentage of active customers who are Rocket WOW
members, it is difficult to assess the significance of some of your statements about Rocket

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February 1, 2021
Page 2
WOW, such as your statement that the frequency of purchases by Rocket WOW members
is over 3.5 times that of active non-members.  Please revise to disclose the percentage of
active customers that are Rocket WOW members, or, in the alternative, please further
explain why you believe this information is not meaningful to investors.
Business
Digital Payments and Advertising, page 101
3.We note your response to our prior comments 10 and 11 that Coupang Pay assists your
business by reducing friction in the payment and settlement process, that it acts as
a payment gateway for processing and settling electronic payments, and that Coupang Pay
does not charge customers any additional fees for payment processing.  Given the
foregoing, please tell us why it is appropriate to reference the mobile payments market as
an addressable market.
Compensation Discussion and Analysis, page 125
4.Please disclose in your Long-Term Incentive Compensation discussion how you
determine the relative mix of equity awards for each NEO and across NEOs.  Please also
disclose how each compensation element and your decisions regarding that element fit
into your overall compensation objectives.  Refer to Item 402(b) of Regulation S-K.
5.We note that the compensation committee retained Compensia, a compensation consulting
firm, as its compensation consultant.  Please revise to provide the disclosure required by
Item 407(e)(iii)(A) of Regulation S-K, or otherwise tell us why you believe this disclosure
is not required.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Calise Cheng, Esq.

United States securities and exchange commission logo
January 5, 2021
Bom Suk Kim
Chief Executive Officer
Coupang, Inc.
Tower 730, 570, Songpa-daero, Songpa-gu
Seoul, Republic of Korea 05510
Re:Coupang, Inc.
Draft Registration Statement on Form S-1
Submitted December 7, 2020
CIK No. 0001834584
Dear Mr. Kim:
            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 response.
            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
comments.
Draft Registration Statement on Form S-1 Submitted December 7, 2020
Prospectus Cover, page i
1.We note your disclosure that outstanding shares of Class B common stock will control a
certain percentage of the company’s voting power. Please revise your disclosure here and
elsewhere, as applicable, to clearly state that Mr. Kim, the company’s Chief Executive
Officer, is the holder of all Class B common stock.
Summary Risk Factors, page 6
2.Please quantify the net losses incurred in each of the past three fiscal years and quantify
your accumulated deficit.

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Bom Suk Kim
Coupang, Inc.
January 5, 2021
Page 2
Risk Factors, page 13
3.You disclose on page 49 you are a holding company and you rely on dividends, loans and
other distributions on equity paid by your operating subsidiaries.  In consideration of Item
11(e) of Form S-1, please explain to us your consideration of the applicability of Rules 4-
08(e), 5.04(c) Schedule I and 12-04 of Regulation S-X to your filing.
We cannot predict the effect our dual class structure may have on the price per share of our Class
A common stock, page 54
4.Please describe here, or elsewhere as appropriate, the dilutive effect on the Class A
holders that will occur as the result of future conversion of Class B common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting our Performance, page 80
5.Given that the increasing participation of customers in your Rocket WOW membership
program is a key driver of increasing Net Revenues per Active Customer, please disclose
the percentage of Active Customers that were Rocket WOW members in each of the last
two completed fiscal years.
Components of Results of Operations, page 86
6.To the extent material, please describe here, and elsewhere as appropriate, the qualitative
and quantitative aspects of your promotional discounts and loyalty rewards programs.
Liquidity and Capital Resources, page 89
7.You state that you expect your investment into your growth strategy will continue to be
significant, including with respect to the expansion of your fulfillment, logistics and
technology capabilities. Please disclose any material commitments for capital
expenditures as of the end of the latest fiscal period.  So that investors understand the
magnitude of future investments and expenditures, please disclose any material trends in
such expenditures, to the extent practicable.  Refer to Item 303(a)(2) of Regulation S-K.
8.Please provide a more robust analysis of the nearly $383 million (55%) decrease in net
cash outflow of operating activities in 2019 compared to 2018 and material changes
between any other comparative periods presented.  Note and discuss all material factors
contributing to the change.  In particular, address the most material items within the cited
changes in operating assets and liabilities contributing to the change between 2019 and
2018 and discuss any associated material underlying factors.  Please note references to
noncash items and results may not provide a sufficient basis to understand how operating
cash actually was affected between periods.  Refer to section IV.B.1 of SEC Release No.
33-8350 for guidance.  Quantify variance factors cited pursuant to section 501.04 of the
staff’s Codification of Financial Reporting Releases.

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Bom Suk Kim
Coupang, Inc.
January 5, 2021
Page 3
Business, page 97
9.We note from your disclosure here you recently expanded your service offerings to
include "Rocket Fresh" fresh food and grocery delivery and "Coupang Eats" restaurant
order and delivery.  We further note your use of "Coupang Flex" and "Eats Delivery"
partners as independent contractor delivery drivers in association with the noted services.
Please tell us how you record these transactions in your financial statements and clarify if
your revenue related to these arrangements is material.
10.We further note from disclosure here you provide digital financial services through your
"Coupang Pay" that includes payment processing services and acceptance of payments
using a variety of methods, including credit and debit cards and money transfers.  Please
tell us how Coupang Pay transactions are processed and settled.  Include in your response
the types of fees charged on each transaction and how these fees are recorded in your
financial statements.  In addition, please clarify if your revenue related to these
arrangements is material.
11.We note your risk factors describing the company’s reliance on "Coupang Pay," as well as
your disclosure on page 100 regarding your near-to-medium term expectation that the
digital payments and online advertising offerings will expand your total addressable
market.  Please include a description of these offerings in your Business section to give
investors a better understanding of how you plan to generate revenue from them.
12.In an appropriate place, please describe the material terms of your AWS Enterprise
Agreement.
13.Please include a description of the general terms of your agreements with third-party
merchants, including the general fee structure, duration and termination provisions of such
agreements.

Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Income Taxes, page F-12
14.You disclose the parent is a flow-through entity for tax purposes, and as such, U.S. federal
and state income taxes on net domestic taxable earnings are the obligation of the parent’s
members, and accordingly no provision for U.S. income taxes has been made in the
accompanying consolidated financial statements.  It appears the parent will become a
taxable entity in the corporate conversion to occur in connection with the offering.  Please
explain to us the impact on income taxes presented in the filing associated with the
corporate conversion and your consideration of providing pro forma tax and earnings per
share data on the face of the historical statements for all periods included in the filing to
the extent the impact is considered material.

 FirstName LastNameBom Suk Kim
 Comapany NameCoupang, Inc.
 January 5, 2021 Page 4
 FirstName LastName
Bom Suk Kim
Coupang, Inc.
January 5, 2021
Page 4
Exhibits
15.Please file the plan of conversion as an exhibit to the registration statement. Alternatively,
please tell us why you believe it is not required to be filed.
General
16.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            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,
Division of Corporation Finance
Office of Trade & Services