Asset Sale - On April 19, 2024, ContextLogic Inc. completed the Asset Sale to Qoo10, selling substantially all of its assets, including the Wish platform, while retaining net operating losses and certain cash equivalents[22]. - Following the Asset Sale, the company no longer has revenues from marketplace and logistics operations[42]. - The Company completed an asset sale on April 19, 2024, resulting in total proceeds of $214 million[48]. - Following the asset sale, accrued liabilities decreased by 100% to $4 million, down from $90 million as of December 31, 2023[51][52]. - The Company terminated its Revolving Credit Agreement, which previously allowed borrowing up to $280 million, on April 19, 2024[50]. - Following the asset sale, the company received $162 million in cash from Qoo10, which included certain purchase price adjustments[113]. - The company's long-lived tangible assets were previously located 56% in the U.S. and 44% in China, but it no longer owns such assets post-asset sale[80]. Financial Performance - The Company generated marketplace revenue of $24 million and logistics revenue of $36 million for 2023, totaling $60 million in revenue[41]. - The provision for income taxes was $0 million for the three months ended September 30, 2024, compared to $3 million for the same period in 2023, primarily due to withholding taxes on intercompany dividends[75]. - The Company reported a net loss of $1 million for the three months ended September 30, 2024, compared to a net loss of $80 million for the same period in 2023[77]. - China accounted for nearly all marketplace and logistics revenue for the nine months ended September 30, 2024, with U.S. revenue being immaterial[80]. Cash and Assets - As of September 30, 2024, the Company reported total financial assets of $148 million, including $31 million in cash equivalents and $117 million in marketable securities[43][46]. - The Company’s marketable securities as of September 30, 2024, had an amortized cost of $117 million, with an estimated fair value of $117 million[47]. - As of September 30, 2024, the company had 556 total stock options and restricted stock units outstanding, a decrease from 3,125 in the previous year[78]. Stock and Compensation - The total stock-based compensation expense for the nine months ended September 30, 2024, was $12 million, a decrease from $54 million for the same period in 2023[74]. - Following the Asset Sale, all outstanding equity awards became fully vested, impacting the stock-based compensation expense[73]. - The Company’s CEO, Jun Yan, received RSUs and options with a total grant date fair value of $6 million, which became fully vested upon the Asset Sale[69]. Internal Controls and Governance - The company identified material weaknesses in internal controls over financial reporting, which have not resulted in material misstatements but could lead to potential issues[112]. - Management is redesigning a new control environment and IT systems following the asset sale to align with the company's current operations[113]. - There were no significant changes in internal controls over financial reporting during the third quarter of 2024 that materially affected the company's reporting[114]. - The company does not expect its disclosure controls and procedures to prevent all errors and fraud due to inherent limitations[115]. Workforce and Costs - The company announced workforce reductions of up to 150 and 255 employees in January and August 2023, respectively, totaling approximately 17% and 34% of the global workforce[82]. - The company incurred approximately $13 million in severance and personnel reduction costs related to the workforce reductions[82]. Accounting Policies and Standards - There have been no changes to the company's significant accounting policies that have had a material impact on its condensed consolidated financial statements[36]. - The Company expects the adoption of new accounting standards to have no material impact on its financial statements[37][38]. - The Company did not identify any available-for-sale marketable securities requiring an allowance for credit loss or impairment during the periods presented[47]. Operational Aspects - The company operates as a single operating segment, with its Chief Executive Officer making all operating decisions based on consolidated financial information[32]. - The company has not experienced any significant service interruptions during the three and nine months ended September 30, 2024, and 2023[35]. - The Asset Sale did not result in the company's operations meeting the criteria for discontinued operations, as the disposed operations were not clearly distinguishable from the rest of the company[30]. - The Company’s financial instruments include cash equivalents, marketable securities, and derivative instruments, with fair value measurements categorized based on the level of judgment associated with inputs[43][46].

Financial Performance - Net loss for Q3 2024 was $1 million, a significant improvement from a net loss of $80 million in Q3 2023[1] - Net loss for Q3 2024 was $73 million, a significant improvement from a net loss of $249 million in Q3 2023[12] - Net cash used in operating activities decreased to $92 million from $266 million year-over-year[12] - Cash flows from investing activities resulted in a net cash outflow of $103 million, compared to a net inflow of $75 million in the previous year[12] - The company reported a depreciation and amortization expense of $1 million for Q3 2024, down from $3 million in Q3 2023[12] - Stock-based compensation for the quarter was $12 million, a decrease from $54 million in the same quarter last year[12] - Proceeds from asset sales amounted to $133 million, with no comparable figure reported in Q3 2023[12] - The company experienced a foreign currency effect on cash of $2 million, compared to $7 million in the previous year[12] - Cash paid for income taxes was negligible in Q3 2024, compared to $1 million in Q3 2023[12] Cash and Assets - As of September 30, 2024, the company had $33 million in cash and cash equivalents and $117 million in marketable securities[2] - Total cash, cash equivalents, and restricted cash at the end of the period was $40 million, down from $310 million at the end of Q3 2023[12] - Total current assets decreased from $410 million in 2023 to $158 million in 2024[10] - The company had $33 million in cash and cash equivalents at the end of the period, down from $303 million a year ago[12] Liabilities and Expenses - Total liabilities as of September 30, 2024, were $5 million, with expectations to remain low until future targets are identified[7] - The company incurred $3 million in general and administrative expenses during Q3 2024, primarily due to legal and employee expenses[4] Strategic Focus - The company is focused on identifying and evaluating strategic opportunities to enhance stockholder value[3] - The company aims to provide stakeholders with a more substantive update on strategic opportunities in the coming quarters[8] Employment - The company had eight full-time employees at the end of Q3 2024[4] Tax Assets - The company reported a deferred tax asset of $609 million as of December 31, 2023, subject to a full valuation allowance[6] Interest Income - Interest income for Q3 2024 was $2 million, with an expectation to earn approximately $2 million in Q4 2024[5]

Financial Performance - The company reported a net loss of $1 million for Q3 2024, a significant improvement compared to a net loss of $80 million in Q3 2023 [2] - As of September 30, 2024, the company had $33 million in cash and cash equivalents, $117 million in marketable securities, and $8 million in prepaid expenses and other current assets [2] - The company incurred $3 million in general and administrative expenses during Q3 2024, primarily related to legal and employee expenses [4] Company Outlook - The company has streamlined its administrative structure to focus on strategic goals, including acquiring or building operating businesses [3] - Management is actively identifying and evaluating strategic opportunities to benefit the company and its stockholders [3][8] - The company expects to earn approximately $2 million in interest income in Q4 2024, projecting a total of around $155 million in cash, cash equivalents, marketable securities, and restricted cash by the end of fiscal 2024 [5] Balance Sheet and Assets - As of September 30, 2024, total liabilities were reported at $5 million, with expectations to remain low until future targets are identified [7] - The company has deferred tax assets, including net operating losses of $609 million, but these are subject to a full valuation allowance [6] - The total current assets as of September 30, 2024, amounted to $158 million, down from $410 million as of December 31, 2023 [11]

Financial Performance - The company reported revenue of $7 million for the three months ended June 30, 2024, a decrease of 91% compared to $78 million for the same period in 2023[14]. - Gross profit for the same period was $1 million, down from $16 million year-over-year, indicating a significant decline in profitability[14]. - The net loss for the three months ended June 30, 2024, was $13 million, compared to a net loss of $80 million for the same period in 2023[14]. - The company reported a net loss of $72 million for the three months ended June 30, 2024, compared to a net loss of $169 million for the same period in 2023[25]. - The company incurred stock-based compensation expenses of $12 million for the three months ended June 30, 2024, down from $41 million in the same period of 2023[25]. - The total stock-based compensation expense for the three months ended June 30, 2024, was $3 million, compared to $15 million for the same period in 2023[97]. - The provision for income taxes was $0 million for the three months ended June 30, 2024, compared to $3 million for the same period in 2023[99]. Operating Expenses and Liabilities - Operating expenses totaled $20 million for the three months ended June 30, 2024, compared to $99 million in the prior year, reflecting an 80% reduction[14]. - Total current liabilities were reported at $5 million, significantly reduced from $196 million as of December 31, 2023[13]. - Total accrued liabilities decreased by 94% to $5 million as of June 30, 2024, primarily due to the Asset Sale on April 19, 2024[71]. - Other accrued liabilities decreased by 83% to $5 million, with $3 million related to payables to Qoo10 for restricted cash[71]. Cash and Cash Equivalents - Cash and cash equivalents decreased to $103 million as of June 30, 2024, down from $238 million at the end of 2023[13]. - Cash, cash equivalents, and restricted cash decreased to $110 million as of June 30, 2024, down from $325 million at the end of the previous year[25]. - As of June 30, 2024, total cash equivalents were $100 million, including $97 million in money market funds and $3 million in U.S. Treasury bills[61]. - Total marketable securities as of June 30, 2024, were $47 million, all in U.S. Treasury bills[62]. Asset Sale and Financial Impact - The company completed an asset sale, resulting in a gain of $4 million recognized in the financial statements[14]. - The company completed an asset sale on April 19, 2024, receiving $162 million in cash and marketable securities post-closing[28]. - The company recognized a gain of $4 million on the asset sale after accounting for net proceeds of $45 million and net assets sold of $41 million[69]. - Following the asset sale, the company no longer has marketplace and logistics operations, resulting in zero revenues[59]. - The Asset Sale to Qoo10 was approved by stockholders on April 18, 2024, and met the criteria for being classified as held for sale[42]. Tax Benefits and Legal Matters - The company has entered into a Tax Benefits Preservation Plan to protect its net operating losses, which were retained post-asset sale[33]. - The Company adopted a Tax Benefits Preservation Plan to protect its ability to utilize Net Operating Losses (NOLs) and other tax attributes, which are valuable assets[35]. - The Rights under the Tax Benefits Preservation Plan become exercisable upon the "Distribution Time," which occurs 10 days after a person or group becomes an "Acquiring Person" owning 4.9% or more of the Company's stock[36]. - The Rights will expire on February 10, 2027, or upon certain conditions such as redemption or merger approval by the Board of Directors[37]. - Legal contingencies include ongoing class action lawsuits, with no estimated range of potential losses available at this time[88][89]. - The Company believes there are no other legal contingency matters that would materially affect its financial position as of June 30, 2024[90]. Stock and Employee Matters - The company executed a 1-for-30 reverse stock split effective April 11, 2023, which did not change the number of authorized shares[31]. - As of June 30, 2024, the company had 366 thousand options outstanding with a weighted average exercise price of $18.00 and 200 thousand RSUs remaining[9]. - The company incurred approximately $13 million in severance and personnel reduction costs related to workforce reductions in January and August 2023, affecting about 405 employees[105]. - Following the Asset Sale, the company terminated its Employee Stock Purchase Plan[98]. Control Environment and IT Infrastructure - A new control environment has been developed with new systems, processes, and controls to support ongoing business operations following the asset sale[144]. - The implementation of a new IT infrastructure includes a General Ledger and Human Resources/Payroll system to enhance internal controls over financial reporting[144]. - Management acknowledges inherent limitations in disclosure controls and procedures, indicating that not all errors and fraud can be prevented[145]. - The design of the control system is subject to resource constraints and may not provide absolute assurance against misstatements due to error or fraud[145].

Corporate Governance - ContextLogic Inc. held its annual meeting for the election of directors as required by applicable law[3] - The company may postpone, reschedule, or cancel any annual or special meeting of stockholders previously scheduled by the Board[3] - A quorum for stockholder meetings is constituted by holders of 1/3 of the voting power of the shares issued and outstanding[3] - Notice of meetings must be given not less than ten (10) nor more than sixty (60) days before the meeting date[3] - Special meetings of stockholders can be called for any purpose as stated in the Restated Certificate of Incorporation[3] - The chairperson of the meeting has the power to adjourn any meeting regardless of whether a quorum is present[3] - The Corporation's stock belonging to itself or another corporation shall neither be entitled to vote nor be counted for quorum purposes[3] - The Board may fix a record date for determining stockholders entitled to notice of adjourned meetings[3] - Business transacted at special meetings shall be limited to matters relating to the stated purpose[3] - The Corporation may conduct meetings by means of remote communication as determined by the Board[3] Voting and Proxies - A complete list of stockholders entitled to vote must be prepared at least 10 days before every meeting, showing the address and number of shares for each stockholder[6] - Inspectors of election must be appointed in advance of any stockholders' meeting to ensure the validity of votes and proxies[7] - The inspectors are responsible for counting all votes and certifying the number of shares represented at the meeting[8] - The date and time for opening and closing polls for voting must be announced by the chairperson at the meeting[9] - Stockholders may authorize proxies to act on their behalf, but proxies are valid for a maximum of three years unless stated otherwise[4] - The Corporation must ensure that the stock ledger is the only evidence for determining stockholders entitled to vote[6] - The Board may fix a new record date for determining stockholders entitled to vote at an adjourned meeting[5] - The inspectors may consider reliable information to reconcile proxies and ballots submitted[10] Nominations and Proposals - Nominations for the Board can only be made by Record Stockholders who comply with specific notice and procedural requirements[12] - Timely notice for nominations must be delivered to the Secretary no later than 5:00 p.m. Pacific Time on the 90th day prior to the annual meeting[12] - Record Stockholders must provide detailed information about proposed nominees, including their age, business address, and share ownership[13] - Any business proposed by Record Stockholders must include a brief description and reasons for conducting such business at the meeting[14] - Proposing Persons must disclose any material relationships or agreements related to their proposals[14] - Updates to the notice provided by stockholders must be made to ensure accuracy as of the record date and 10 business days prior to the meeting[14] - A majority of the Whole Board can disqualify nominees who have violated specific bylaws or confidentiality policies in the past five years[14] - The Corporation requires written consent from nominees to be named in proxy statements and to serve if elected[13] - Proposing Persons must indicate their intent to solicit proxies for their proposals or nominations[14] - The Corporation reserves the right to enforce compliance with the notice requirements and may reject any non-compliant submissions[14] Board Structure and Meetings - The total number of directors constituting the Whole Board shall be fixed in accordance with the Certificate of Incorporation[18] - Directors need not be stockholders of the Corporation[19] - Nominations for election to the Board may be made by stockholders who comply with specified notice procedures[16] - Special meetings of stockholders can only conduct business that has been brought before the meeting as per the Corporation's notice[16] - A stockholder's nomination shall be disregarded if the stockholder or a Qualified Representative does not appear at the meeting[16] - The Board shall be divided into three classes following the Voting Threshold Date, with each director holding office until their term expires[19] - Regular meetings of the Board may be held at times and places determined by the Board[19] - A majority of the Whole Board shall constitute a quorum for the transaction of business[19] - Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all members consent in writing[19] - The business and affairs of the Corporation shall be managed by or under the direction of the Board[19] Management and Officers - The Corporation's Board may designate one or more committees to manage business affairs, with the authority to exercise all powers of the Board except for specific matters requiring stockholder approval[22] - The Chief Executive Officer acts as the general manager and has overall supervision of the Corporation's business and affairs[23] - The Treasurer is responsible for the custody of all funds and securities, making authorized disbursements, and rendering accounts of transactions[24] - The Corporation's shares of capital stock shall be uncertificated unless otherwise resolved by the Board[27] - The Board may delegate powers or duties of any officer to other officers or agents of the Corporation[26] - Any officer may be removed at any time by the Board or the Chief Executive Officer if empowered to do so[26] - The Chairperson of the Board presides at all meetings and has powers as prescribed by the Board[24] - The Secretary is responsible for issuing notices and keeping minutes of all meetings of stockholders and the Board[25] - The Board may elect a lead independent director from among its independent members to preside at meetings in the absence of the Chairperson[24] Indemnification and Insurance - The Corporation shall indemnify officers and directors against all expenses, liabilities, and losses incurred in connection with any proceeding, provided they acted in good faith[28] - Indemnification rights continue for Indemnitees who have ceased to be directors or officers, benefiting their heirs and executors[30] - The Corporation will advance expenses incurred by an Indemnitee in defending any proceeding, contingent upon an undertaking to repay if indemnification is not granted[29] - The Board is authorized to enter into indemnification contracts that may provide greater rights than those outlined in the bylaws[29] - If a claim for indemnification is not paid within 60 days, the Indemnitee may bring suit against the Corporation to recover the unpaid amount[30] - The burden of proof in any suit regarding indemnification lies with the Corporation to demonstrate that the Indemnitee is not entitled to indemnification[30] - The Corporation may purchase insurance to protect itself and its directors and officers against expenses and liabilities[30] Conflicts of Interest - Interested directors may participate in meetings and vote on contracts or transactions without voiding them, provided material facts are disclosed[33] Record Keeping and Amendments - The fiscal year of the Corporation will be determined by a resolution of the Board[34] - The Corporation may maintain records in electronic form, ensuring they can be converted to paper format upon request[34] - The Board members are protected in relying on the Corporation's books and records, as well as information from officers and employees[35] - In case of conflict, the provisions of the Certificate of Incorporation will govern over the Bylaws[36] - Any amendments to the Bylaws require approval from the Board or stockholders as stated in the Certificate of Incorporation[37]

Core Viewpoint - ContextLogic Inc. has reported its financial results for the second quarter of 2024, highlighting a significant reduction in net loss compared to the previous year, following the completion of an asset sale to Qoo10 Inc. [1][4][10] Company Update - On February 10, 2024, ContextLogic entered into an asset purchase agreement with Qoo10 Inc. to sell substantially all of its assets, excluding net operating losses, marketable securities, and certain cash equivalents [2]. - The asset sale was approved by shareholders on April 18, 2024, and closed on April 19, 2024, resulting in the company retaining approximately $162 million in cash and marketable securities [2][3]. Financial Highlights - For the second quarter of 2024, ContextLogic reported a net loss of $13 million, a significant improvement from a net loss of $80 million in the same quarter of 2023 [4][14]. - As of June 30, 2024, the company had $103 million in cash and cash equivalents, $47 million in marketable securities, and total liabilities of $5 million [4][9][13]. Company Outlook - Following the asset sale, ContextLogic is restructuring its operations to focus on strategic goals, including acquiring or building new operating businesses and utilizing its net operating losses [5][10]. - The company aims to maintain a reduced administrative structure and is actively identifying strategic opportunities to enhance shareholder value [5][10]. Operational Expenses - During the three months ended June 30, 2024, the company incurred $13 million in general and administrative expenses, with $9 million related to prior operations and the asset sale [6]. - Interest income for the same period was $2 million, with expectations to maintain this level for the remainder of 2024 [7]. Deferred Tax Assets - As of June 30, 2024, ContextLogic reported deferred tax assets, including net operating losses of $609 million, subject to a full valuation allowance [8]. - The company’s deferred tax assets are currently valued at $0 million on the balance sheet until it can demonstrate the ability to generate income to utilize these losses [8]. Employee Count - At the end of the second quarter, ContextLogic had twelve full-time employees, which has since been reduced to ten [7]. Cash Flow Summary - The company reported a net cash used in operating activities of $90 million for the six months ended June 30, 2024, compared to $180 million for the same period in 2023 [15][17]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $110 million, down from $325 million at the beginning of the period [16][17].

OAKLAND, Calif., May 10, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (NASDAQ:WISH) today announced that its Class A common stock will begin trading on NASDAQ under the ticker symbol "LOGC" prior to market open on May 13, 2024. This will replace the company's current ticker symbol "WISH", which has been used since its initial public offering in December 2020. The new ticker symbol comes following the company's sale of the Wish e-commerce platform to Qube Network Pte. Ltd., a subsidiary of Qoo10 Pte. Ltd., whi ...

Financial Data and Key Metrics Changes - After the asset sale to Qoo10, ContextLogic reported approximately $2.7 billion in NOL carryforwards and about $161 million in cash, cash equivalents, and marketable securities, indicating a strong financial position with no debt [1][11][22] - The company has significantly reduced its workforce from nearly 500 employees to just 12, reflecting a drastic cut in operating expenses [10][22] Business Line Data and Key Metrics Changes - The revenues and earnings previously reported were generated by assets that are no longer owned by ContextLogic, as these have been transferred to Qoo10 [9][18] Market Data and Key Metrics Changes - The company has transitioned to a remote workforce and is now leasing a small space in Oakland, which suggests a shift in operational strategy and cost management [22] Company Strategy and Development Direction - ContextLogic is focusing on reviewing strategic opportunities for the use of its post-closing cash and aims to develop processes for evaluating alternatives that benefit the company and its stockholders [20][24] - The management team is energized by the opportunities ahead and believes they have the right strategy in place to implement future plans [12][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about starting a new chapter following the asset sale and emphasized the importance of flexibility to pursue strategic transactions [20][22] - The leadership team acknowledged the support from stockholders and employees during this transition, indicating a commitment to maximizing value [23][24] Other Important Information - The company has no liabilities associated with the assets sold to Qoo10, which positions it favorably for future growth [18] - Forward-looking statements were made regarding the company's expectations and potential risks, highlighting the uncertainty in future results [6][15] Q&A Session Summary Question: What are the future plans for the use of cash post-sale? - Management indicated that they are reviewing strategic opportunities for the use of post-closing cash and will develop a process for evaluating these alternatives [20] Question: How has the workforce reduction impacted operations? - The company noted that the workforce has been reduced significantly, which has led to lower operating expenses and a shift to a remote work model [10][22]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ContextLogic Inc. (Exact Name of Registrant as Specified in its Charter) For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ______ Commission File Number: 001-39775 | Delaware | 27-2930953 | | --- | --- ...

As previously disclosed, on April 19,2024, we completed the sale of substantially all of our assets to Qube Network Pte. Ltd. (the "Buyer"), an affiliate of Qoo10 Inc., a Delaware corporation ("Qoo10 Delaware"), other than (A)our federal income tax net operating loss carryforwards ("NOLs") and certain of our other tax attributes, (B)our marketable securities and (C) certain of our cash and cash equivalents (the "Asset Sale") pursuant to the terms of the Asset Purchase Agreement, dated February10,2024, by an ...