As filed with the U.S. Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coupang, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware27-2810505
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
720 Olive Way, Suite 600, Seattle, Washington98101
(Address of Principal Executive Offices)(Zip Code)
Coupang, Inc. 2021 Equity Incentive Plan
(Full Title of the Plan)
Gaurav Anand
Chief Financial Officer
Coupang, Inc.

720 Olive Way, Suite 600
Seattle, Washington 98101
(Name and Address of Agent for Service)
(206) 333-3839
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Lori Zyskowski
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
Harold Rogers
General Counsel and Chief Administrative Officer
Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101
(206) 333-3839
(Name and Address of Agent for Service)
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. ☐


EXPLANATORY NOTE
The 2021 Equity Incentive Plan (the “2021 Plan”) of Coupang, Inc. (the “Registrant”) provides that the total number of shares of the Registrant’s Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding year, or a lesser number of shares as determined by the Registrant’s Board of Directors. The Registrant’s capital stock is composed of Class A common stock and Class B common stock. Accordingly, on January 1, 2025, the number of shares of the Registrant’s Class A common stock that may be issued under the 2021 Plan increased by an additional 90,062,681 shares, representing five percent (5%) of the outstanding shares of the Registrant’s capital stock as of December 31, 2024. In addition, the number of shares reserved for issuance under the 2021 Plan increases by the number of shares that were issuable upon the exercise of options or upon the vesting of restricted stock unit awards granted under the Coupang, LLC Amended and Restated 2011 Equity Incentive Plan that expired, terminated prior to exercise or settlement, were not issued because the award was settled in cash, were forfeited because of the failure to vest, or were reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any. As a result, the shares of Class A common stock reserved under the 2021 Plan increased by an additional 126,259 shares. In addition, the number of shares reserved for issuance under the 2021 Plan increases by the number of shares that were issuable upon the vesting of restricted stock unit awards granted under the 2021 Plan that were forfeited or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares, or were reacquired by the Company to satisfy a tax withholding obligation in connection with the award. As a result, the shares of Class A common stock reserved under the 2021 Plan increased by an additional 6,886,919 shares. This Registration Statement on Form S-8 is being filed for the purpose of registering these additional shares reserved for issuance under the 2021 Plan. These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 (File No. 333-254117), a Registration Statement on Form S-8 (File No. 333-263270), a Registration Statement on Form S-8 (File No. 333-270172), and a Registration Statement on Form S-8 (File No. 333-277463) (collectively, the “Prior Registration Statements”) were filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021, March 3, 2022, March 1, 2023, and February 28, 2024, respectively.
Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of the Registrant’s Class A common stock issuable under the 2021 Plan, are incorporated herein by reference and made part of this Registration Statement, except as modified hereby.


PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents the Registrant filed with the SEC are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), filed with the SEC on February 25, 2025 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)All other reports filed by the Registrant with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the 2024 Annual Report (other than the portions of these documents not deemed to be filed); and
(c)The description of the Registrant’s Class A common stock contained in Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 3, 2022, including any amendment or report filed for the purpose of updating such description.
All other reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seoul, Republic of Korea, on this 25th day of February, 2025.

COUPANG, INC.
By:/s/ Jonathan Lee
Jonathan Lee
Chief Accounting Officer




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bom Kim, Gaurav Anand, Harold Rogers, and Ruby Alexander, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Bom Kim
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
February 25, 2025
Bom Kim
/s/ Gaurav Anand
Chief Financial Officer
(Principal Financial Officer)
February 25, 2025
Gaurav Anand
/s/ Jonathan Lee
Chief Accounting Officer
(Principal Accounting Officer)
February 25, 2025
Jonathan Lee
/s/ Jason ChildDirectorFebruary 25, 2025
Jason Child
/s/ Pedro FranceschiDirectorFebruary 25, 2025
Pedro Franceschi
/s/ Neil MehtaDirectorFebruary 25, 2025
Neil Mehta
/s/ Asha SharmaDirectorFebruary 25, 2025
Asha Sharma
/s/ Benjamin Sun DirectorFebruary 25, 2025
Benjamin Sun
/s/ Ambereen ToubassyDirectorFebruary 25, 2025
Ambereen Toubassy
/s/ Kevin WarshDirectorFebruary 25, 2025
Kevin Warsh



Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Coupang, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
  
Security Class Title
  
Fee
Calculation
Rule
  
Amount
Registered(1)
  
Proposed
Maximum
Offering
Price Per Unit 
Maximum
Aggregate
Offering
Price		Fee Rate  Amount of
Registration
Fee
Equity
Class A Common Stock,
par value $0.0001 per share
457(c) and
457(h)
  97,075,859
(2)
  
$24.74
(3)
$2,401,656,752
0.00015310
$367,694
Total Offering Amounts
     
$2,401,656,752
  
$2,401,656,752
Total Fee Offsets
(4)
     —
Net Fee Due
          
$367,694
(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A common stock of Coupang, Inc. (the “Registrant”) that become issuable under the Coupang, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable.
(2)
Represents (i) 90,062,681 additional shares of the Registrant’s Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2025 under the 2021 Plan, (ii) 126,259 additional shares of the Registrant’s Class A common stock that have become available for issuance upon the exercise of options or upon the vesting of restricted stock unit awards granted under the Coupang, LLC Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) that expired, terminated prior to exercise or settlement, were not issued because the award was settled in cash, were forfeited because of the failure to vest, or were reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any and returned to the 2021 Plan, and (iii) 6,886,919 additional shares of the Registrant’s Class A common stock that were issuable upon the vesting of restricted stock unit awards granted under the 2021 Plan that were forfeited or repurchased by the Registrant because of a failure to meet a contingency or condition required for the vesting of such shares, or were reacquired by the Registrant to satisfy a tax withholding obligation in connection with the award, and therefore were added back to and have become available for future issuance under the 2021 Plan.


(3)
Estimated in accordance with Rule 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $24.74, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 24, 2025.
(4)
The Registrant does not have any fee offsets.


Exhibit 5.1
[Gibson Dunn Letterhead]
February 25, 2025

Coupang, Inc.
720 Olive Way, Suite 600
Seattle, Washington 98101

Re:    Proposed Offering of up to 97,075,859 Shares of Class A Common Stock Pursuant to the Coupang, Inc. 2021 Equity Incentive Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Coupang, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 97,075,859 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Shares”), available for issuance under the Coupang, Inc. 2021 Equity Incentive Plan (the “Plan”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.



Coupang, Inc.
February 25, 2025
Page 2

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.


Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP



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-8 of Coupang, Inc. of our report dated February 25, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Coupang, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ Samil PricewaterhouseCoopers
Seoul, Korea
February 25, 2025




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