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 ...

SAN FRANCISCO, April 24, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (NASDAQ:WISH) today announced it will report its first quarter 2024 financial results after the close of market on Wednesday, May 8, 2024. ContextLogic's management team will host a live conference call and webcast for shareholders, analysts and portfolio managers to discuss the company's first quarter results that afternoon at 5:00 PM ET / 2:00 PM PT. Information about the company's financial results, including a link to the live webcast a ...

Transaction Enables Company to Preserve ~$2.7 Billion of Net Operating Losses (NOLs) Rishi Bajaj Appointed Chief Executive Officer; Four New Independent Directors Join Board of Directors SAN FRANCISCO, April 19, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (NASDAQ:WISH) ("ContextLogic" or the "Company"), today announced that it has completed its previously announced transaction with Qoo10 Pte. Ltd. ("Qoo10"). As disclosed, ContextLogic entered into an agreement to sell substantially all of the Company's opera ...

SAN FRANCISCO, April 15, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (NASDAQ:WISH) ("ContextLogic" or the "Company") today mailed a letter to stockholders in connection with its upcoming Special Meeting of Stockholders (the "Special Meeting") urging stockholders to vote "FOR" the proposed transaction with Qoo10 Pte. Ltd. ("Qoo10"). The Special Meeting is scheduled to be held at 11:30 a.m. Pacific Time on April 18, 2024. Stockholders of record as of March 7, 2024, are entitled to vote. The full t ...

Approximately 97% of Shares Voted have been "FOR" the Transaction; Approximately 500,000 Additional Shares Needed to Vote "FOR" to Complete Transaction Urges ALL Stockholders to Protect the Value of their Investment by Voting "FOR" the Transaction TODAY SAN FRANCISCO, April 12, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (NASDAQ:WISH) ("ContextLogic" or the "Company") today announced its Special Meeting of Stockholders (the "Special Meeting") being held today will convene and then adjourn witho ...