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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.
 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
FirstName LastNameBom Suk Kim
       cash actually was affected between periods. Refer to section IV.B.1 of
SEC Release No.
Comapany    NameCoupang,
       33-8350               Inc.Quantify variance factors cited pursuant to
section 501.04 of the
                 for guidance.
Januarystaff   s Codification
         5, 2021  Page 2    of Financial Reporting Releases.
FirstName LastName
 Bom Suk Kim
FirstName  LastNameBom Suk Kim
Coupang, Inc.
Comapany
January    NameCoupang, Inc.
        5, 2021
January
Page 3 5, 2021 Page 3
FirstName LastName
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.
 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.



FirstName LastNameBom Suk Kim                                   Sincerely,
Comapany NameCoupang, Inc.
                                                                Division of
Corporation Finance
January 5, 2021 Page 4                                          Office of Trade
& Services
FirstName LastName
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