PresentationOperator Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to ContextLogic's Third Quarter 2025 Earnings Conference Call. [Operator Instructions]. And there will not be a question and answer session at the conclusion of today's call. However, a recording and transcript will be made available online, and management will make themselves available to the investor community over the coming weeks. Except for historical information, the matters discussed during this call ma ...

Financial Data and Key Metrics Changes - In Q3 2025, the company incurred $3 million in general and administrative expenses, which included $1 million related to evaluating potential transactions [5] - The company earned $2 million in interest income and generated a modest operating profit, excluding non-cash and transaction-related expenses, reflecting the positive impact of streamlining initiatives [5] - The company closed the quarter with $218 million in cash, cash equivalents, and marketable securities, a decrease of $1 million from the prior quarter [5] Business Line Data and Key Metrics Changes - The company completed its previously announced plan of reorganization, which protects its considerable tax assets [4] - The acquisition pipeline was broadened during the quarter, with collaboration with advisors to evaluate opportunities [6] Market Data and Key Metrics Changes - No specific market data or key metrics changes were provided in the call [8] Company Strategy and Development Direction - The company remains well-positioned to execute its acquisition strategy articulated in prior earnings calls [4] - There is optimism about strategic opportunities enhanced by strong relationships with VC partners [7] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the acquisition strategy and the growing array of prospects [6] - The company looks forward to sharing more detailed updates with shareholders in the coming quarters [7] Other Important Information - The call included a disclaimer regarding forward-looking statements and the nature of financial measures discussed [2] Summary of Q&A Session - There was no question and answer session at the conclusion of the call [8]

Financial Data and Key Metrics Changes - In Q2 2025, the company incurred $7 million in general and administrative (G&A) expenses, which included $1 million related to the evaluation and pursuit of potential transactions [7] - The company closed the quarter with $219 million in cash, cash equivalents, and marketable securities, a decrease of $3 million from the prior quarter [8] - Following the corporate reorganization, the company anticipates that its cash balance will stabilize around $218 million through the end of the year [8] Business Line Data and Key Metrics Changes - The company has been streamlining its operations, which included reducing headcount and restructuring costs, resulting in $2 million of one-time nonrecurring G&A expenses [8] Market Data and Key Metrics Changes - Since BC Partners' initial investment in February 2025, there has been a meaningful increase in visibility and interest in the company, leading to a notable uptick in inbound opportunities from investment banking and financial sponsor relationships [10] Company Strategy and Development Direction - The company is focused on pursuing an acquisition strategy while continuing to streamline its operations [5] - The recent reorganization aims to protect the company's considerable tax assets and enhance operational efficiency [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about unlocking the value of the company's considerable assets and looks forward to sharing further details regarding acquisition efforts in the coming quarters [12] Other Important Information - The company completed its reorganization to become Context Logic Holdings, Inc., following the satisfaction of all closing conditions [5] Summary of Q&A Session - There was no question and answer session at the conclusion of the call [1]

Core Viewpoint - ContextLogic Holdings Inc. has completed its reorganization plan to protect approximately $2.7 billion of net operating losses (NOLs) while enhancing strategic and operational flexibility for future growth [1][2]. Group 1: Reorganization Details - The reorganization was approved by ContextLogic stockholders on July 24, 2025, and has been executed following the fulfillment of all closing conditions [2]. - ContextLogic became a wholly owned subsidiary of ContextLogic Holdings as part of the reorganization [1]. - Each outstanding share of ContextLogic Class A Common Stock was exchanged for one share of ContextLogic Holdings Common Stock on a 1-for-1 basis, effective August 7, 2025 [4]. Group 2: Financial and Structural Implications - The reorganization aims to safeguard the long-term value of the company's substantial NOLs while allowing for organic growth and potential acquisitions [2]. - The leadership structure of ContextLogic Holdings remains unchanged, with the same Board of Directors and executive management team as prior to the reorganization [5]. - The company's consolidated financial condition, assets, and liabilities remain unaffected by the reorganization [5]. Group 3: Additional Information - ContextLogic Holdings is focused on developing a new business model and exploring future acquisitions that complement its operations [6].

Financial Data and Key Metrics Changes - The reorganization proposal to approve the reorganization plan and agreement did not receive sufficient votes for approval, with about 66% of stockholders voting and 99% of those in favor of the reorganization [3] Company Strategy and Development Direction and Industry Competition - The company is seeking to solicit more proxies and votes to achieve the necessary majority for the reorganization proposal, indicating a strategic focus on restructuring and governance [3] Other Important Information - The annual meeting was adjourned to reconvene on July 24, 2025, at 10 AM Pacific time to continue discussions regarding the reorganization proposal [4] Q&A Session All Questions and Answers Question: Status of the reorganization proposal - The reorganization proposal has overwhelming support from those who voted, but it still requires approval from a majority of outstanding shares [3]

Core Points - Approximately 99% of the shares voted have been in favor of the Reorganization Proposal, but additional shares are needed to secure the necessary approval [1][2] - The Annual Meeting will reconvene on July 24, 2025, to continue discussions regarding the Reorganization and other matters [1][2] - The Board of Directors emphasizes the importance of voting "FOR" the Reorganization to protect the value of stockholders' investments [4][5] Voting Information - Stockholders who have already voted do not need to take further action, and their previous proxy cards remain valid [3] - The new electronic voting deadline is set for 11:59 p.m. Eastern Time on July 23, 2025 [6] - Stockholders can vote online or by telephone using the instructions provided in the previously distributed proxy materials [6] Company Overview - ContextLogic Inc. is focused on developing a new business model and financing potential acquisitions that complement its operations [8]

Core Viewpoint - ContextLogic Inc. has appointed Michael Scarola as Chief Financial Officer, effective June 30, 2025, as part of its strategy to streamline operations and pursue growth through organic means and acquisitions [1][2]. Group 1: Appointment Details - Michael Scarola brings 17 years of experience, currently serving as CFO, COO, and Chief Compliance Officer at Altai Capital, where he oversees non-investment functions [3]. - Scarola has a strong background in fund accounting, compliance, operations, legal, IT, and investor relations [3]. - He has previously worked at KPMG in the Financial Services Taxation practice and holds a Bachelor of Science in Commerce with concentrations in Accounting and Finance from the University of Virginia [5]. Group 2: Management Insights - CEO Rishi Bajaj expressed enthusiasm about Scarola's appointment, highlighting its alignment with the company's strategy for value maximization [2]. - Scarola emphasized his long-standing working relationship with Bajaj and his commitment to ensuring smooth operations during the company's transformation [4]. Group 3: Company Overview - ContextLogic Inc. is focused on developing a new business model and exploring potential acquisitions that complement its operations [6].

Core Viewpoint - ContextLogic Inc. intends to voluntarily delist from The Nasdaq Global Market and begin trading on the OTCQB® Venture Market starting June 3, 2025 [1][2][3] Group 1: Delisting and Listing Details - The Company has been accepted for listing on the OTCQB® Venture Market, with its Class A Common Stock commencing trading under the ticker symbol "LOGC" on June 3, 2025 [2] - The Company plans to file a Form 25 with the U.S. Securities and Exchange Commission (SEC) around June 9, 2025, to initiate the delisting process from Nasdaq [3] - The delisting from Nasdaq is expected to become effective 10 days after the filing, unless directed otherwise by Nasdaq [3] Group 2: Background and Rationale - The Company was notified by Nasdaq's Listing Qualifications Department that it was considered a "public shell," which could lead to delisting unless a hearing was requested [4] - A hearing was held on May 8, 2025, where the Company presented its business overview and efforts to maximize asset value [5] - The Board of Directors unanimously determined that delisting from Nasdaq is in the best interests of the Company, considering regulatory requirements, compliance costs, and time management [6][7] Group 3: Future Strategy - The transition to the OTC Markets is expected to save expenses and maintain an orderly trading market for the Company's Common Stock [7] - The Company's strategy and operations will remain unchanged despite the listing transfer [7] - ContextLogic is focused on developing a new business and financing potential acquisitions that complement its operations [8]

Financial Data and Key Metrics Changes - In Q1 2025, the company raised $75 million in cash from BC Partners through an investment in a subsidiary, with an option for an additional $75 million for future acquisitions [5] - General and administrative expenses totaled $6 million, including $2 million related to evaluating potential transactions and $3 million in stock issuance costs directly tied to the BC Partners investment [5] - The company closed the quarter with $222 million in cash, cash equivalents, and marketable securities, up from $149 million at the end of fiscal year 2024 [6] Business Line Data and Key Metrics Changes - The company incurred approximately $5 million in cash on transaction-related costs during the quarter, which was offset by interest income of approximately $2 million [6] Market Data and Key Metrics Changes - No specific market data or key metrics changes were provided in the call [9] Company Strategy and Development Direction - The company is focused on maintaining low cash expenses to maximize available cash for organic growth and acquisitions, aiming to build a strong and durable business [6] - Following the strategic investment from BC Partners, the company is actively identifying growth and acquisition opportunities, with BC Partners enhancing the pipeline of opportunities [7] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the receptiveness of potential partners and the quality of inbound outreach, indicating a positive outlook for future growth [7] Other Important Information - The company emphasized its commitment to keeping cash expenses low and highlighted the collaborative efforts with BC Partners to explore growth opportunities [6][7] Summary of Q&A Session - There was no question and answer session at the conclusion of the call [9]

Financial Data and Key Metrics Changes - In Q1 2025, the company raised $75 million in cash from BC Partners through an investment in a subsidiary, with an option for an additional $75 million for future acquisitions [5] - The company incurred $6 million in general and administrative expenses, including $2 million related to evaluating potential transactions and $3 million in stock issuance costs related to the BC Partners investment [5] - The company closed the quarter with $222 million in cash, cash equivalents, and marketable securities, up from $149 million at the end of fiscal year 2024 [6] Business Line Data and Key Metrics Changes - The company has focused on keeping cash expenses low to maintain liquidity for growth and acquisitions, indicating a strategic emphasis on operational efficiency [6] Market Data and Key Metrics Changes - The company has seen an increase in interest from potential partners and inbound outreach, suggesting a positive market reception for its growth strategy [7] Company Strategy and Development Direction - The company is committed to identifying growth and acquisition opportunities, with BC Partners actively involved in expanding the pipeline of opportunities [6][7] - The management expressed optimism about the quality of potential partnerships and the overall growth strategy moving forward [7] Management Comments on Operating Environment and Future Outlook - Management highlighted the importance of maintaining low cash burn to support future growth and acquisitions, reflecting a cautious yet optimistic outlook on the business environment [6] - The collaboration with BC Partners is expected to enhance the company's capabilities and growth prospects [7] Other Important Information - The company has incurred approximately $5 million in cash on transaction-related costs during the quarter, which reflects its proactive approach to strategic investments [5] Summary of Q&A Session - There was no question and answer session at the conclusion of the call, as indicated by the operator [9]