Core Viewpoint - ContextLogic Holdings Inc. reported its financial results for the second quarter and six months ended June 30, 2025, highlighting a strategic focus on operational efficiency and potential acquisitions [1][4]. Financial Highlights - The company incurred a net loss of $5 million in Q2 2025, an improvement from a net loss of $13 million in Q2 2024 [10]. - As of June 30, 2025, ContextLogic had approximately $219 million in cash, cash equivalents, and marketable securities [5][12]. - The company reported no revenue for Q2 2025, compared to $7 million in Q2 2024 [13]. Operational Strategy - ContextLogic is streamlining operations by reducing headcount and appointing a new Chief Financial Officer, aiming for efficient operations and value maximization through organic growth and acquisitions [4][7]. - The company has a strategic investment option that could provide an additional $75 million for future acquisitions [5]. Balance Sheet Overview - Total current assets as of June 30, 2025, were $221 million, with cash and cash equivalents at $27 million and marketable securities at $192 million [12]. - Total liabilities were reported at $3 million, indicating a strong balance sheet position [12]. Cash Flow Analysis - The company reported a net cash used in operating activities of $10 million for the six months ended June 30, 2025, compared to $90 million in the same period of 2024 [14]. - Cash flows from investing activities showed a net cash outflow of $107 million, primarily due to purchases of marketable securities [14].

Group 1 - The article emphasizes the importance of identifying growth stories in stocks that are reasonably priced and possess strong economic moats [1] - It highlights the approach of conducting high-quality analysis by examining valuations, key business drivers, risk/reward scenarios, and various future scenarios [1]

Group 1 - ContextLogic Inc. will report its second quarter 2025 financial results after the market closes on August 7, 2025 [1] - The conference call will be hosted by CEO Rishi Bajaj, CFO Michael Scarola, and VP of Investments Janak Goyani at 5:00 PM ET / 2:00 PM PT [1] - There will be no presentation or question-and-answer section during this quarter's call, and it will conclude after the prepared remarks [1] Group 2 - Information regarding the financial results, including a link to the live webcast and replay, will be available on the Company's investor relations website [2] - Participants can access the live conference call by registering through an online form, which will provide a dial-in number and unique PIN [2] Group 3 - ContextLogic Inc. is a publicly traded company focused on developing a new business and financing potential future acquisitions that complement its operations [4]

Group 1 - ContextLogic, known for its former brand Wish.com, has transitioned from a successful e-commerce marketplace to facing significant financial losses, which now presents an attractive investment opportunity [1] - The company has a rocky history that may appeal to investors looking for potential recovery in the e-commerce sector [1] Group 2 - The article highlights the author's personal investment experience, focusing on sectors such as Commodities, iGaming & Casinos, and asset-heavy businesses [1] - The author emphasizes a long-term investment strategy while also engaging in shorter trades when market mispricing occurs [1]

Core Viewpoint - ContextLogic Inc. is urging stockholders to vote "FOR" the proposed reorganization plan at the upcoming Annual Meeting scheduled for July 24, 2025, emphasizing the importance of this vote to protect the value of their investments and the company's net operating losses (NOLs) [1][2][3]. Group 1: Reorganization Proposal - The Reorganization is deemed the best path forward to preserve and maximize value for stockholders, particularly in maintaining the long-term value of the company's NOLs, which can help reduce future income tax liabilities [3]. - Approximately 99% of the shares voted have been in favor of the Reorganization, indicating strong support among stockholders [3]. Group 2: Voting Process - Stockholders can vote by phone, email, or online, with the new electronic voting deadline set for 11:59 p.m. Eastern Time on July 23, 2025 [4]. - The company emphasizes that failing to vote will have the same effect as voting "against" the Reorganization, thus urging all stockholders to participate [2][3]. Group 3: Company Overview - ContextLogic Inc. is a publicly traded company focused on developing a new business model and financing potential future acquisitions that complement its operations [5].

[Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that forward-looking statements involve substantial risks and uncertainties, advising against undue reliance - Forward-looking statements relate to future events or financial/operating performance and are not historical facts, involving **substantial risks and uncertainties**[9](index=9&type=chunk) - Actual results, performance, or achievements may be materially different from those expressed or implied by forward-looking statements due to known and unknown risks[10](index=10&type=chunk) - Readers should not place undue reliance on any forward-looking statements and should consider the 'Risk Factors' section[10](index=10&type=chunk)[12](index=12&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents unaudited condensed consolidated financial statements, reflecting financial position and performance post-Asset Sale [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (Selected Data) | Metric | As of March 31, 2025 ($ in millions) | As of December 31, 2024 ($ in millions) | | :-------------------------------- | :----------------------------------- | :------------------------------------ | | Cash and cash equivalents | 64 | 66 | | Marketable securities | 158 | 83 | | Total current assets | 223 | 156 | | Total assets | 223 | 156 | | Total current liabilities | 3 | 5 | | Redeemable non-controlling interest | 75 | — | | Total stockholders' equity | 145 | 151 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss over specific periods Condensed Consolidated Statements of Operations (Selected Data) | Metric | Three Months Ended March 31, 2025 ($ in millions) | Three Months Ended March 31, 2024 ($ in millions) | | :----------------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Revenue | — | 36 | | Gross profit | — | 6 | | Total operating expenses | 6 | 59 | | Loss from operations | (6) | (53) | | Interest and other income, net | 2 | — | | Net loss | (4) | (59) | | Net loss attributable to common stockholders | (7) | (59) | | Net loss per share, basic and diluted | (0.27) | (2.43) | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This section presents the company's net loss and other comprehensive loss components for specific periods Condensed Consolidated Statements of Comprehensive Loss (Selected Data) | Metric | Three Months Ended March 31, 2025 ($ in millions) | Three Months Ended March 31, 2024 ($ in millions) | | :---------------------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Net loss | (4) | (59) | | Other comprehensive loss | — | (2) | | Total comprehensive loss | (4) | (61) | | Comprehensive loss attributable to common stockholders | (7) | (61) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in the company's equity accounts over specific periods Condensed Consolidated Statements of Stockholders' Equity (Selected Data) | Metric | As of March 31, 2025 ($ in millions) | As of December 31, 2024 ($ in millions) | | :---------------------------------------------- | :----------------------------------- | :------------------------------------ | | Total Stockholders' Equity | 145 | 151 | | Accumulated Deficit | (3,334) | (3,330) | | Accretion to adjust redemption value of subsidiary's Preferred Units | (3) | — | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Selected Data) | Metric | Three Months Ended March 31, 2025 ($ in millions) | Three Months Ended March 31, 2024 ($ in millions) | | :---------------------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Net cash used in operating activities | (5) | (75) | | Net cash (used in) provided by investing activities | (75) | 90 | | Net cash provided by (used in) financing activities | 72 | (1) | | Net (decrease) increase in cash, cash equivalents and restricted cash | (8) | 12 | | Cash, cash equivalents and restricted cash at end of period | 65 | 250 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information supporting the financial statements, covering new business focus, accounting policies, and key financial components [NOTE 1. OVERVIEW, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%201.%20OVERVIEW%2C%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's new business focus post-Asset Sale, basis of presentation, and significant accounting policies - ContextLogic Inc. sold substantially all its assets, including the Wish platform, to Qoo10 Delaware on April 19, 2024, and now focuses on developing a de novo business and financing potential bolt-on acquisitions[29](index=29&type=chunk)[30](index=30&type=chunk) - The company currently does not generate revenue[28](index=28&type=chunk) - Class A convertible preferred units issued by ContextLogic Holdings, LLC are classified as **mezzanine equity** due to redemption features outside the company's control[35](index=35&type=chunk)[36](index=36&type=chunk) [NOTE 2. DISAGGREGATION OF REVENUE](index=11&type=section&id=NOTE%202.%20DISAGGREGATION%20OF%20REVENUE) This note details the disaggregation of revenue, highlighting the cessation of revenue generation post-Asset Sale - Following the Asset Sale, the Company no longer has revenue from marketplace and logistics operations[42](index=42&type=chunk) Disaggregated Revenue (Three Months Ended March 31) | Revenue Type | 2025 (in millions) | 2024 (in millions) | | :------------------ | :----------------- | :----------------- | | Core marketplace revenue | $ — | $ 11 | | ProductBoost revenue | — | 3 | | Marketplace revenue | — | 14 | | Logistics revenue | — | 22 | | **Total Revenue** | **$ —** | **$ 36** | [NOTE 3. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT](index=12&type=section&id=NOTE%203.%20FINANCIAL%20INSTRUMENTS%20AND%20FAIR%20VALUE%20MEASUREMENT) This note describes the company's financial instruments and their fair value measurements, primarily cash equivalents and marketable securities - The company's financial instruments include **cash equivalents ($64M)** and **marketable securities ($158M)** as of March 31, 2025, recognized at fair value[15](index=15&type=chunk)[48](index=48&type=chunk) - Marketable securities are solely U.S. Treasury bills, classified as available-for-sale, and all are due within one year[50](index=50&type=chunk)[51](index=51&type=chunk) Fair Value Measurement of Financial Assets (March 31, 2025) | Financial Assets | Total ($ in millions) | Level 1 ($ in millions) | Level 2 ($ in millions) | Level 3 ($ in millions) | | :-------------------- | :-------------------- | :---------------------- | :---------------------- | :---------------------- | | Money market funds | 3 | 3 | — | — | | U.S. Treasury bills | 61 | — | 61 | — | | **Total cash equivalents** | **64** | **3** | **61** | **—** | | U.S. Treasury bills | 158 | — | 158 | — | | **Total marketable securities** | **158** | **—** | **158** | **—** | | **Total financial assets** | **222** | **3** | **219** | **—** | [NOTE 4. BALANCE SHEET COMPONENTS](index=14&type=section&id=NOTE%204.%20BALANCE%20SHEET%20COMPONENTS) This note provides details on specific components of the balance sheet, including accrued liabilities Accrued Liabilities (Selected Data) | Accrued Liabilities | March 31, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------ | :--------------------------- | :------------------------------ | | Accrued services | $ 1 | $ 1 | | Other | 1 | 4 | | **Total** | **$ 2** | **$ 5** | - Accrued services in 2025 are primarily associated with the issuance of redeemable convertible Preferred Units[53](index=53&type=chunk) - Other accrued liabilities include payables to Qoo10 related to restricted cash for the One Sansome lease's letter of credit[54](index=54&type=chunk) [NOTE 5. COMMITMENTS AND CONTINGENCIES](index=15&type=section&id=NOTE%205.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments, including credit facilities and lease obligations, and legal contingencies - The **$280 million senior secured revolving credit facility** was terminated at the closing of the Asset Sale on April 19, 2024[56](index=56&type=chunk)[58](index=58&type=chunk) - A standby Letter of Credit for the previous headquarters lease was reduced to **$1 million** by March 31, 2025, and is cash collateralized by the Company and the Buyer[57](index=57&type=chunk)[59](index=59&type=chunk) - The company is vigorously defending ongoing securities class action lawsuits and a shareholder derivative action, but cannot estimate a range of potential losses due to the preliminary nature of the proceedings[60](index=60&type=chunk)[61](index=61&type=chunk) [NOTE 6. REDEEMABLE NON-CONTROLLING INTEREST](index=17&type=section&id=NOTE%206.%20REDEEMABLE%20NON-CONTROLLING%20INTEREST) This note details the issuance and classification of redeemable convertible Preferred Units as mezzanine equity - In March 2025, Holdings issued **75 thousand Class A convertible preferred units** (Preferred Units) for **$75 million**, with an initial carrying value of **$72 million** after issuance costs[63](index=63&type=chunk)[67](index=67&type=chunk) - The Preferred Units accrue distributions of **4.0% per annum** until an acquisition, then **8.0% per annum**, and are convertible into Common Units[64](index=64&type=chunk) - The Preferred Units are classified as **mezzanine equity** because their redemption is outside the control of Holdings, occurring under specific conditions like liquidation or failure to complete an acquisition[65](index=65&type=chunk) [NOTE 7. EQUITY AWARD ACTIVITY AND STOCK-BASED COMPENSATION](index=18&type=section&id=NOTE%207.%20EQUITY%20AWARD%20ACTIVITY%20AND%20STOCK-BASED%20COMPENSATION) This note provides information on equity award activity and the associated stock-based compensation expense Equity Award Activity (Selected Data) | Metric | As of March 31, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :------------------------- | :---------------------------------- | :----------------------------------- | | Options Outstanding | 366 | 366 | | RSUs Outstanding | 655 | 481 | | Shares available for grant | 4,024 | N/A | Total Stock-Based Compensation Expense | Metric | Three Months Ended March 31, 2025 (in millions) | Three Months Ended March 31, 2024 (in millions) | | :-------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Total stock-based compensation | $ 1 | $ 9 | - CEO Rishi Bajaj was awarded **2,372 thousand Class P Units** in Holdings (**474 thousand time-based** and **1,898 thousand performance-based**) in March 2025, with a total cumulative fair value of **$6 million**[71](index=71&type=chunk)[75](index=75&type=chunk) [NOTE 8. INCOME TAXES](index=21&type=section&id=NOTE%208.%20INCOME%20TAXES) This note details the provision for income taxes and the impact of the Asset Sale on tax attributes Provision for Income Taxes | Metric | Three Months Ended March 31, 2025 (in millions) | Three Months Ended March 31, 2024 (in millions) | | :-------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Provision for income taxes | $ 0 | $ 6 | - The decrease in tax provision is due to the sale of the company's operating business and all foreign subsidiaries in April 2024[84](index=84&type=chunk) - The company maintains a valuation allowance on its domestic net deferred tax assets and had no unrecognized tax benefits as of March 31, 2025[84](index=84&type=chunk)[85](index=85&type=chunk) [NOTE 9. NET LOSS PER SHARE](index=22&type=section&id=NOTE%209.%20NET%20LOSS%20PER%20SHARE) This note presents the calculation of net loss per share, basic and diluted, for the reporting periods Net Loss Per Share Attributable to Common Stockholders | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to common stockholders ($ in millions) | $ (7) | $ (59) | | Weighted-average shares (in thousands) | 26,306 | 24,315 | | Net loss per share, basic and diluted | $ (0.27) | $ (2.43) | - Potentially dilutive securities totaling **1,021 thousand shares** (options, RSUs) were excluded from diluted net loss per share computation for Q1 2025 due to their anti-dilutive effect[88](index=88&type=chunk) [NOTE 10. SEGMENT INFORMATION](index=23&type=section&id=NOTE%2010.%20SEGMENT%20INFORMATION) This note explains the company's segment reporting, noting the cessation of reportable segments post-Asset Sale - Prior to the Asset Sale in April 2024, the company operated in one reportable segment; post-sale, it no longer has a reportable segment[89](index=89&type=chunk) - The company's significant measures of profit and loss are now general and administrative expenses and interest and other income, net[90](index=90&type=chunk) - Before the Asset Sale, China accounted for substantially all marketplace and logistics revenue based on merchant location[91](index=91&type=chunk) [NOTE 11. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - On April 16, 2025, directors Richard Parisi and Elizabeth LaPuma resigned, and their **247 thousand outstanding RSU awards** were fully accelerated and vested[94](index=94&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses ContextLogic's financial condition and results of operations, emphasizing the impact of the Asset Sale and new strategic focus [Asset Sale](index=25&type=section&id=Asset%20Sale) This section details the completion of the Asset Sale and the assets retained by the company - ContextLogic completed the Asset Sale of substantially all its assets to Qoo10 Delaware on April 19, 2024[97](index=97&type=chunk) - The company retained approximately **$162 million** in cash, cash equivalents, marketable securities, and net operating losses (NOLs) and other tax attributes[97](index=97&type=chunk) [Overview](index=25&type=section&id=Overview) This section provides an overview of the company's post-Asset Sale business strategy and primary income sources - Following the Asset Sale, ContextLogic has exited its marketplace and logistics business and is pursuing strategic opportunities[98](index=98&type=chunk) - The company's primary source of income is interest earned on marketable securities and cash and cash equivalents[99](index=99&type=chunk) - The Board is evaluating strategic alternatives for the Post-Closing Cash, including potential acquisitions to utilize NOLs, but no specific acquisitions are identified or committed[98](index=98&type=chunk)[99](index=99&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing changes in revenue and expenses post-Asset Sale [Revenue](index=26&type=section&id=Revenue) This section analyzes the significant decrease in revenue due to the Asset Sale Revenue Comparison (Three Months Ended March 31) | Revenue Type | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :------------------ | :------------------- | :------------------- | :--------- | :--------- | | Core marketplace revenue | $ — | $ 11 | $ (11) | (100)% | | ProductBoost revenue | — | 3 | (3) | (100)% | | Marketplace revenue | — | 14 | (14) | (100)% | | Logistics revenue | — | 22 | (22) | (100)% | | **Total Revenue** | **$ —** | **$ 36** | **$ (36)** | **(100)%** | - Revenue decreased **100% to zero** for Q1 2025 due to the consummation of the Asset Sale[104](index=104&type=chunk) [Cost of Revenue and Gross Margin](index=28&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Margin) This section analyzes the elimination of cost of revenue and gross margin post-Asset Sale Cost of Revenue and Gross Margin Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :-------------- | :------------------- | :------------------- | :--------- | :--------- | | Cost of revenue | $ — | $ 30 | $ (30) | (100)% | | Gross Margin | — | 17% | N/A | N/A | - Cost of revenue decreased **100% to zero** for Q1 2025 due to the Asset Sale and cessation of marketplace and logistics operations[106](index=106&type=chunk) [Sales and Marketing](index=28&type=section&id=Sales%20and%20Marketing) This section analyzes the elimination of sales and marketing expenses due to the Asset Sale Sales and Marketing Expense Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :------------------ | :------------------- | :------------------- | :--------- | :--------- | | Sales and marketing | $ — | $ 15 | $ (15) | (100)% | - Sales and marketing expense decreased **100% to zero** for Q1 2025 due to the Asset Sale[107](index=107&type=chunk) [Product Development](index=28&type=section&id=Product%20Development) This section analyzes the elimination of product development expenses due to the Asset Sale Product Development Expense Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :------------------ | :------------------- | :------------------- | :--------- | :--------- | | Product development | $ — | $ 22 | $ (22) | (100)% | - Product development expense decreased **100% to zero** for Q1 2025 due to the Asset Sale[108](index=108&type=chunk) [General and Administrative](index=28&type=section&id=General%20and%20Administrative) This section analyzes changes in general and administrative expenses post-Asset Sale General and Administrative Expense Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | General and administrative | $ 6 | $ 22 | $ (16) | (73)% | - The decrease was primarily due to the Asset Sale, offset by **$3 million** for employees (including **$1 million stock-based compensation**), **$2 million** for strategic alternative evaluations, and **$1 million** for legal/professional services[109](index=109&type=chunk) [Interest and Other Income, net](index=28&type=section&id=Interest%20and%20Other%20Income%2C%20net) This section analyzes the increase in interest and other income, net, post-Asset Sale Interest and Other Income, net Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Interest and other income, net | $ 2 | $ — | $ 2 | — | - The increase was driven by the lack of foreign exchange gains or losses in 2025, which had previously offset interest income, and expected interest income on retained marketable securities and cash[110](index=110&type=chunk)[111](index=111&type=chunk) [Provision for Income Taxes](index=29&type=section&id=Provision%20for%20Income%20Taxes) This section analyzes the decrease in provision for income taxes due to the Asset Sale Provision for Income Taxes Comparison (Three Months Ended March 31) | Metric | 2025 ($ in millions) | 2024 ($ in millions) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Provision for income taxes | $ — | $ 6 | $ (6) | (100)% | - The provision for income taxes decreased **100%** due to the sale of the company's operating business and all foreign subsidiaries in April 2024[112](index=112&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, marketable securities, and ability to meet future cash needs [Sources of Liquidity](index=29&type=section&id=Sources%20of%20Liquidity) This section identifies the company's primary sources of liquidity, including cash and marketable securities - As of March 31, 2025, the company had **$64 million** in cash and cash equivalents and **$158 million** in marketable securities[113](index=113&type=chunk)[116](index=116&type=chunk) - The company believes its existing cash, cash equivalents, and marketable securities will be sufficient to meet anticipated cash needs for at least the next 12 months[113](index=113&type=chunk) - Material cash requirements outside normal operating costs include **$3 million** in total liabilities[114](index=114&type=chunk) [Cash Flows](index=29&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities Net Cash Provided by (Used in) Activities (Three Months Ended March 31) | Activity | 2025 ($ in millions) | 2024 ($ in millions) | | :------------------ | :------------------- | :------------------- | | Operating activities | $ (5) | $ (75) | | Investing activities | $ (75) | $ 90 | | Financing activities | $ 72 | $ (1) | - Net cash used in operating activities decreased significantly from **$(75) million** in Q1 2024 to **$(5) million** in Q1 2025[118](index=118&type=chunk)[119](index=119&type=chunk) - Net cash used in investing activities was **$75 million** in Q1 2025, primarily due to **$158 million** in purchases of marketable securities, partially offset by **$83 million** in maturities[120](index=120&type=chunk) - Net cash provided by financing activities was **$72 million** in Q1 2025, driven by proceeds from the issuance of redeemable convertible Preferred Units[122](index=122&type=chunk) [Off Balance Sheet Arrangements](index=30&type=section&id=Off%20Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements for the reported periods - The company did not have any off-balance sheet arrangements for the three months ended March 31, 2025, or March 31, 2024[123](index=123&type=chunk) [Critical Accounting Policies](index=30&type=section&id=Critical%20Accounting%20Policies) This section notes no material changes to critical accounting policies, except for redeemable non-controlling interest - There have been no material changes to the company's critical accounting policies and estimates compared to those described in its 2024 Form 10-K, other than the redeemable non-controlling interest policy[124](index=124&type=chunk) [Recent Accounting Pronouncements](index=30&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 1 for a full description of recent accounting pronouncements - Refer to Note 1 of Part I, Item 1 for a full description of recent accounting pronouncements[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' ContextLogic Inc. is exempt from market risk disclosures - The company is exempt from providing quantitative and qualitative disclosures about market risk as a 'smaller reporting company'[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were effective as of March 31, 2025, at a reasonable assurance level[129](index=129&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2025[130](index=130&type=chunk) - Management acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance[131](index=131&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal proceedings information by reference from Note 5, Commitments and Contingencies - Information regarding legal proceedings is incorporated by reference from Note 5, Commitments and Contingencies[132](index=132&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) Investing in common stock involves high risk, including counterparty risk with the Buyer and significant delisting risk from Nasdaq - Investing in the company's common stock involves a **high degree of risk**, especially after the Asset Sale[133](index=133&type=chunk) - The company faces **counterparty risk** with the Buyer for ongoing obligations under the Asset Purchase Agreement, such as the lease for the former headquarters, where the company maintains a letter of credit[134](index=134&type=chunk)[135](index=135&type=chunk) - Nasdaq notified the company of potential delisting due to being a 'public shell' and the company is appealing this decision; delisting could adversely affect stock liquidity and price[136](index=136&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including key agreements and officer certifications - Exhibits include Investment Agreements, the Amended and Restated Limited Liability Company Agreement, and the Employment Agreement for Rishi Bajaj[141](index=141&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer are filed herewith[141](index=141&type=chunk) [Signatures](index=37&type=section&id=Signatures) The report is signed by the Chief Executive Officer and Chief Financial Officer, affirming compliance with SEC requirements - The report is signed by Rishi Bajaj, Chief Executive Officer, and Brett Just, Chief Financial Officer[147](index=147&type=chunk)

[Executive Summary & Q1 2025 Financial Highlights](index=1&type=section&id=Executive%20Summary) [Strategic Developments and Outlook](index=1&type=section&id=Strategic%20Developments%20and%20Outlook) ContextLogic completed a strategic investment from BC Partners, strengthening its board and positioning the company for future growth and acquisitions to maximize stockholder value - The first quarter of 2025 marked a pivotal step with the completion of the strategic investment from BC Partners in a ContextLogic subsidiary, advancing the company's value-maximization strategy through organic growth and value-enhancing acquisitions[4](index=4&type=chunk) - ContextLogic made several important changes to its board of directors, naming Ted Goldthorpe as Chairman and adding Mark Ward from BC Partners, along with financial industry veteran Jennifer Chou[5](index=5&type=chunk) - CEO Rishi Bajaj stated that with the initial tranche of the BC Partners strategic investment complete and a strengthened board, ContextLogic is well-positioned to identify and pursue growth and acquisition opportunities that create long-term value for stockholders[9](index=9&type=chunk) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) The company reported a significantly reduced net loss of $4 million in Q1 2025, held $222 million in cash and marketable securities, and generated $72 million from financing activities related to the strategic investment - As of March 31, 2025, ContextLogic had approximately **$222 million** in cash, cash equivalents, and marketable securities on a consolidated basis[6](index=6&type=chunk) - The company has an option for an additional issuance of redeemable convertible preferred units, which, if called, would add an additional **$75 million** in cash available for investment in the business[6](index=6&type=chunk) - Net loss for Q1 2025 was **$4 million**, a significant improvement compared to a net loss of **$59 million** in the first quarter of fiscal year 2024[11](index=11&type=chunk) - During Q1 2025, the company incurred **$6 million** in general and administrative expenses, including **$4 million** for employees, legal, and professional services (with **$1 million** stock-based compensation) and **$2 million** for strategic transaction evaluation[7](index=7&type=chunk) - The company used **$5 million** cash in operating activities and generated **$72 million** from financing activities tied to the Strategic Investment, consisting of **$75 million** proceeds from preferred unit issuance net of **$3 million** in stock issuance costs[8](index=8&type=chunk) [Company Overview](index=1&type=section&id=About%20ContextLogic%20Inc) [Business Strategy](index=1&type=section&id=Business%20Strategy) ContextLogic is currently focused on developing a new business and pursuing bolt-on acquisitions to complement its operations - ContextLogic Inc. is a publicly traded company currently seeking to develop and grow a de novo business and finance potential future bolt-on acquisitions of assets or businesses that are complementary to its operations[10](index=10&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2025, shows a significant increase in marketable securities and total assets, alongside the introduction of redeemable non-controlling interest due to the strategic investment Condensed Consolidated Balance Sheets (in millions) | Item | As of March 31, 2025 | As of December 31, 2024 | Change (QoQ) | | :-------------------------------- | :------------------- | :-------------------- | :----------- | | Cash and cash equivalents | $64 | $66 | -$2 | | Marketable securities | $158 | $83 | +$75 | | Prepaid expenses and other current assets | $1 | $7 | -$6 | | **Total current assets** | **$223** | **$156** | **+$67** | | **Total assets** | **$223** | **$156** | **+$67** | | Accounts payable | $1 | $— | +$1 | | Accrued liabilities | $2 | $5 | -$3 | | **Total current liabilities** | **$3** | **$5** | **-$2** | | **Total liabilities** | **$3** | **$5** | **-$2** | | Redeemable non-controlling interest | $75 | $— | +$75 | | Stockholders' equity | $145 | $151 | -$6 | | **Total liabilities, redeemable non-controlling interest, and stockholders' equity** | **$223** | **$156** | **+$67** | - Total current assets increased by **$67 million** quarter-over-quarter, primarily driven by a **$75 million** increase in marketable securities, partially offset by a **$2 million** decrease in cash and cash equivalents[14](index=14&type=chunk) - Redeemable non-controlling interest increased to **$75 million** as of March 31, 2025, reflecting the proceeds from the issuance of redeemable convertible preferred units[14](index=14&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, the company reported no revenue and a substantially reduced net loss of $4 million, reflecting the impact of asset sales and significantly lower operating expenses compared to Q1 2024 Condensed Consolidated Statements of Operations (in millions, except per share data) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change (YoY) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :----------- | | Revenue | $— | $36 | -$36 | | Cost of revenue | $— | $30 | -$30 | | Gross profit | $— | $6 | -$6 | | Sales and marketing | $— | $15 | -$15 | | Product development | $— | $22 | -$22 | | General and administrative | $6 | $22 | -$16 | | Total operating expenses | $6 | $59 | -$53 | | Loss from operations | $(6) | $(53) | +$47 | | Interest and other income, net | $2 | $— | +$2 | | Loss before provision for income taxes | $(4) | $(53) | +$49 | | Provision for income taxes | $— | $6 | -$6 | | Net loss | $(4) | $(59) | +$55 | | Adjustments attributable to redeemable non-controlling interest | $(3) | $— | -$3 | | Net loss attributable to common stockholders | $(7) | $(59) | +$52 | | Net loss per share attributable to common stockholders, basic and diluted | $(0.27) | $(2.43) | +$2.16 | | Weighted-average shares used in computing net loss per share (in thousands) | 26,306 | 24,315 | +1,991 | - The company reported no revenue or cost of revenue in Q1 2025, compared to **$36 million** in revenue and **$30 million** in cost of revenue in Q1 2024, reflecting the sale of substantially all of its assets[16](index=16&type=chunk) - Total operating expenses significantly decreased to **$6 million** in Q1 2025 from **$59 million** in Q1 2024, primarily due to the absence of sales and marketing and product development expenses[16](index=16&type=chunk) - Net loss improved to **$4 million** in Q1 2025 from **$59 million** in Q1 2024, resulting in a net loss per share attributable to common stockholders of **$(0.27)** compared to **$(2.43)** year-over-year[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities improved significantly, while investing activities showed a net outflow due to marketable securities purchases, and financing activities provided a substantial inflow from the strategic investment Condensed Consolidated Statements of Cash Flows (in millions) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change (YoY) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :----------- | | Net cash used in operating activities | $(5) | $(75) | +$70 | | Net cash (used in) provided by investing activities | $(75) | $90 | -$165 | | Net cash provided by (used in) financing activities | $72 | $(1) | +$73 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(8) | $12 | -$20 | | Cash, cash equivalents and restricted cash at end of period | $65 | $250 | -$185 | - Net cash used in operating activities significantly decreased to **$5 million** in Q1 2025 from **$75 million** in Q1 2024, primarily due to reduced net loss and changes in operating assets and liabilities[18](index=18&type=chunk) - Investing activities resulted in a net cash outflow of **$75 million** in Q1 2025, primarily due to **$158 million** in purchases of marketable securities, partially offset by **$83 million** in maturities[18](index=18&type=chunk) - Financing activities generated **$72 million** in Q1 2025, mainly from the proceeds of redeemable convertible Preferred Units, a substantial increase from a **$1 million** outflow in Q1 2024[18](index=18&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) [Risk Factors and Disclaimers](index=2&type=section&id=Risk%20Factors%20and%20Disclaimers) This section outlines the inherent risks and uncertainties associated with forward-looking statements, emphasizing factors such as the lack of operating revenues, acquisition risks, and the company's intention not to update these statements - This news release contains forward-looking statements subject to risks, uncertainties, and assumptions, including those related to ContextLogic's financial outlook, strategic alternatives, and the use of cash or cash equivalents[12](index=12&type=chunk) - Important factors that could cause actual results to differ materially include the company's lack of operating revenues after asset sales, prior history of losses, risks related to future acquisitions, and the ability to develop a viable future business plan[12](index=12&type=chunk) - ContextLogic assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this release[12](index=12&type=chunk) [Contacts](index=6&type=section&id=Contacts) [Investor Relations](index=6&type=section&id=Investor%20Relations) Contact information for investor relations is provided for stakeholders - Investor Relations contact information is provided for Lucy Simon at ir@contextlogicinc.com[19](index=19&type=chunk)

Core Viewpoint - ContextLogic Inc. reported its financial results for the first quarter of 2025, highlighting a strategic investment from BC Partners and changes in its board of directors as pivotal steps in its growth strategy [3][4][8]. Financial Highlights - As of March 31, 2025, ContextLogic had approximately $222 million in cash, cash equivalents, and marketable securities, with an option for an additional $75 million through redeemable convertible preferred units [5]. - The company incurred $6 million in general and administrative expenses, including $4 million for employees and professional services, and generated $2 million in interest income [6]. - ContextLogic used $5 million in cash for operating activities but generated $72 million from financing activities related to the strategic investment [7]. Operational Performance - The company reported a net loss of $4 million for the first quarter of 2025, a significant improvement compared to a net loss of $59 million in the same period of the previous year [11][15]. - Revenue for the quarter was reported as $0, with total operating expenses amounting to $6 million, leading to a loss from operations of $6 million [15]. Balance Sheet Overview - As of March 31, 2025, total assets were $223 million, with current liabilities of $3 million and stockholders' equity of $145 million [13][14]. - The company had $64 million in cash and cash equivalents and $158 million in marketable securities [11][13]. Strategic Developments - The completion of the strategic investment from BC Partners is seen as a crucial milestone for ContextLogic, enabling the company to pursue growth and acquisition opportunities [3][8]. - The board of directors was strengthened with the appointment of Ted Goldthorpe as Chairman and the addition of Mark Ward and Jennifer Chou [4].

Core Viewpoint - ContextLogic Inc. (WISH) announced a strategic investment from BC Partners during its Q4 2024 earnings conference call, indicating a significant development for the company [1]. Group 1: Company Overview - The conference call was led by Chairman Ted Goldthorpe and CEO Rishi Bajaj, highlighting the importance of the strategic investment [1]. - A slide deck was referenced during the call, which is available on ContextLogic's Investor Relations website, providing additional context and information [2]. Group 2: Forward-Looking Statements - The call included forward-looking statements that may involve risks and uncertainties, which could lead to actual results differing from those anticipated [3]. - The company emphasized that all statements made, other than historical facts, are considered forward-looking and are subject to change based on various factors [4].

Financial Performance - Total revenue for the year ended December 31, 2024, was $43 million, a decrease of $244 million or 85% compared to $287 million in 2023[159] - Loss from operations for 2024 was $79 million, compared to a loss of $328 million in 2023[156] - The company incurred total operating expenses of $86 million in 2024, down from $387 million in 2023, reflecting a decrease of $301 million or 78%[156] - The accumulated deficit as of December 31, 2024, was $3.3 billion, with expectations of continued losses from operations due to acquisition-related costs[134] - Interest and other income, net decreased by $10 million, or 63%, to $6 million for the year ended December 31, 2024, compared to $16 million in 2023, with a percentage of revenue increasing from 6% to 14%[165] - Provision for income taxes increased by $1 million, or 20%, to $6 million for the year ended December 31, 2024, compared to $5 million in 2023, with a percentage of revenue rising from 2% to 14%[167] Cost Management - Sales and marketing expenses decreased by $125 million or 87% to $18 million in 2024, compared to $143 million in 2023[161] - Cost of revenue decreased by $192 million or 84% to $36 million in 2024, compared to $228 million in 2023[160] - Product development expenses decreased by $126 million, or 83%, to $26 million for the year ended December 31, 2024, compared to $152 million in 2023, representing 60% of revenue in 2024 versus 53% in 2023[162][163] - General and administrative expenses decreased by $50 million, or 54%, to $42 million for the year ended December 31, 2024, compared to $92 million in 2023, accounting for 98% of revenue in 2024 versus 32% in 2023[164] Asset Management - The company completed an Asset Sale to Qoo10 on April 19, 2024, selling substantially all assets except for certain tax attributes and cash equivalents[139] - Gain on Asset Sale increased by $4 million, or 100%, to $4 million for the year ended December 31, 2024, due to the completion of the Asset Sale on April 19, 2024[166] - Following the Asset Sale, the company no longer has revenue or deferred revenue, as it has no marketplace and logistics operations[183][184] Cash Flow - As of December 31, 2024, the company had cash and cash equivalents of $66 million and marketable securities of $83 million, which are expected to meet anticipated cash needs for at least the next 12 months[169] - Net operating cash outflows were $94 million for the year ended December 31, 2024, significantly improved from $341 million in 2023, primarily driven by a net loss of $75 million[170][175] - Net cash used in investing activities was $68 million for the year ended December 31, 2024, primarily due to $168 million in purchases of marketable securities[177] - Net cash used in financing activities was $1 million for the year ended December 31, 2024, compared to $5 million in 2023, both related to tax payments for employee stock settlements[179] Workforce and Operational Changes - Workforce reductions in 2023 involved approximately 400 employees, representing about 50% of the global workforce, incurring charges of approximately $13 million[136] - The company expects to incur minimal administrative costs post-Asset Sale while overseeing remaining assets[142] Market Conditions - The company is monitoring global financial market volatility, including inflation and rising interest rates, which may adversely affect business operations[135] Valuation and Taxation - The company utilizes the Black-Scholes option pricing model and Monte Carlo Simulation model to estimate the fair value of stock options and performance stock units (PSUs) respectively[196] - The assumptions used in the valuation models involve significant judgment and can lead to materially different stock-based compensation expenses if factors change[197] - The company is subject to income taxes in the U.S. and various international jurisdictions, requiring significant estimation and judgment[198] - Deferred tax liabilities and assets are recognized for expected future tax consequences of temporary differences and net operating loss carryforwards[199]