8-KSecurities & Listing

Coupang, Inc. 8-K Report, Unregistered Securities Sale (Apr 8, 2025)

Filed April 8, 2025For Securities:CPNG

Summary

Coupang, Inc. has filed an 8-K detailing a significant transaction involving its ownership stake in Surpique LP and its former partner, Greenoaks Capital Partners. The company effectively acquired Greenoaks' remaining 19.9% equity interest in Surpique LP, the entity formed to acquire Farfetch Holdings plc's assets. This transaction involves a cash payment of approximately $14.1 million and the issuance of nearly 5.5 million shares of Coupang's Class A Common Stock to Greenoaks, valued at the volume-weighted average price over the preceding 30 trading days. This move consolidates Coupang's control over the Surpique LP assets and, by extension, the Farfetch business. Investors should note that the newly issued shares are unregistered, relying on an exemption from SEC registration. This could imply future potential dilution or selling pressure if these shares are eventually registered and sold. The filing also highlights a potential related-party transaction, as Neil Mehta, a Coupang Board member, is also a Managing Partner at Greenoaks and holds a significant personal stake in Coupang.

Key Highlights

  • 1Coupang acquired Greenoaks' 19.9% stake in Surpique LP, consolidating control over assets acquired from Farfetch Holdings plc.
  • 2The transaction involved a cash payment of approximately $14.1 million to Greenoaks.
  • 3Coupang issued 5,465,099 shares of Class A Common Stock to Greenoaks as part of the consideration.
  • 4The issuance of shares was made under Section 4(a)(2) of the Securities Act, meaning they are unregistered and subject to future registration or exemption.
  • 5Neil Mehta, a Coupang Board member, is a Managing Partner at Greenoaks, raising potential related-party transaction considerations.
  • 6Greenoaks and related entities, including Mr. Mehta, collectively own approximately 3.2% of Coupang's Class A Common Stock.

Frequently Asked Questions

This 8-K filing reports on Coupang's acquisition of the remaining 19.9% equity interest in Surpique LP from Greenoaks Capital Partners. Surpique LP was the entity established to acquire assets from Farfetch Holdings plc. This transaction consolidates Coupang's ownership and control over these acquired assets.

The total consideration paid to Greenoaks consists of approximately $14.1 million in cash and the issuance of 5,465,099 shares of Coupang's Class A Common Stock. The stock issuance price was based on the volume-weighted average price of Class A Common Stock for the 30-trading day period ending April 4, 2025.

No, the 5,465,099 shares of Class A Common Stock issued to Greenoaks are not registered under the Securities Act of 1933. They were issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption.

Yes, the transaction involves a related party. Mr. Neil Mehta, a member of Coupang's Board of Directors and Lead Independent Director, is also a Managing Partner at Greenoaks. Furthermore, Greenoaks and related entities, including Mr. Mehta, collectively own approximately 3.2% of Coupang's Class A Common Stock.