Form S-1MEF Coupang, Inc.

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March 10, 2021 9:09 PM EST

As filed with the Securities and Exchange Commission on March 10, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COUPANG, INC.
(Exact name of Registrant as specified in its charter)
Delaware596127-2810505
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Tower 730, 570, Songpa-daero, Songpa-gu, Seoul
Republic of Korea
05510
+82 (2) 6150-5422

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Bom Suk Kim
Chief Executive Officer
Emily Epstein
Corporate Secretary
Coupang, Inc.
Tower 730, 570, Songpa-daero, Songpa-gu, Seoul
Republic of Korea
05510
+82 (2) 6150-5422
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Eric C. Jensen
Calise Y. Cheng
Natalie Y. Karam
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Will H. Cai
Ferish Patel
Cooley LLP
Suites 3501 – 3505, 35/F
Two Exchange Square
8 Connaught Place
Central, Hong Kong  
+852 3758-1200
Gary J. Simon
Ken Lefkowitz
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
(212) 837-6000
Tad J. Freese
Richard A. Kline
Sarah Axtell
Brian D. Paulson
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-253030
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities To Be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price(2)
Amount of
Registration Fee(3)
Class A Common Stock, $0.0001 par value per share(2)(3)
10,000,000$35.00$350,000,000$38,185
(1)Represents only the number of shares being registered pursuant to this registration statement and are in addition to the 120,000,000 shares that were registered pursuant to the registrant’s registration statement on Form S-1 (File No. 333-253030).
(2)The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.
(3)The registrant previously registered 120,000,000 shares of its Class A common stock with an aggregate offering price not to exceed $4,080,000,000 on a Registration Statement on Form S-1 (File No. 333-253030), which was declared effective by the Securities and Exchange Commission on March 10, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $350,000,000 are hereby registered.
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.


EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the selling stockholders by 10,000,000 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-253030) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


EXHIBIT INDEX
 


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, Republic of Korea, on March 10, 2021.
COUPANG, INC.
By:/s/ Bom Suk Kim
Bom Suk Kim
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Bom Suk Kim
Chief Executive Officer and Director
(Principal Executive Officer)
March 10, 2021
Bom Suk Kim
/s/ Gaurav Anand
Chief Financial Officer
(Principal Financial Officer)
March 10, 2021
Gaurav Anand
*
Chief Accounting Officer
(Principal Accounting Officer)
March 10, 2021
Michael Parker
*DirectorMarch 10, 2021
Matthew Christensen
*DirectorMarch 10, 2021
Lydia Jett
*DirectorMarch 10, 2021
Neil Mehta
*DirectorMarch 10, 2021
Benjamin Sun
*DirectorMarch 10, 2021
Kevin Warsh
*DirectorMarch 10, 2021
Harry You
* By:/s/ Gaurav Anand
Gaurav Anand
Attorney-in-Fact

Exhibit 5.1
cooleylogo2.jpg
Eric C. Jensen
T: +1 650 843 5049
ejensen@cooley.com
March 10, 2021
Coupang, Inc.
Tower 730, 570, Songpa-daero, Songpa-gu
Seoul, Republic of Korea, 05510
Ladies and Gentlemen:
You have requested our opinion, as counsel to Coupang, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, covering an underwritten public offering of up to 10,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, to be sold by certain selling stockholders (the “Stockholder Shares”). Prior to effectiveness of the Prior Registration Statement (as defined below), Coupang, LLC converted into a Delaware corporation (the “Conversion”) and changed its name to Coupang, Inc. The Registration Statement incorporates by reference the registration statement on Form S-1 (File No. 333-235030), which was declared effective on March 10, 2021 (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement (the “Prospectus”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the certificate of formation and limited liability company agreement of Coupang, LLC prior to the Conversion, (c) the Certificate of Conversion, which was filed to effect the Conversion, (b) the Company’s Certificate of Incorporation, as amended, and Bylaws, each as currently in effect and (c) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have undertaken no independent verification with respect to such matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Stockholder Shares are validly issued, fully paid and non-assessable.
Cooley LLP 3175 Hanover Street, Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
cooleylogo2.jpg
Coupang, Inc.
March 10, 2021
Page 2
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley LLP
By:/s/ Eric C. Jensen
Eric C. Jensen
Cooley LLP 3175 Hanover Street, Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 12, 2021 relating to the financial statements of Coupang, LLC, which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-253030) of Coupang, Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-253030) incorporated by reference in this Registration Statement.
/s/ Samil PricewaterhouseCoopers
Seoul, Korea
March 10, 2021


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