UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 ContextLogic Inc. (Exact name of Registrant as specified in its Charter) Delaware 27-2930953 (State or other jurisdiction of in ...

EXHIBIT 99.1 Wish Reports Fourth-Quarter and Fiscal Year 2023 Financial Results SAN FRANCISCO—(BUSINESS WIRE)—March 4, 2024—ContextLogic Inc. (d/b/a Wish) (Nasdaq: WISH) ("ContextLogic," the "Company," "we" or "our"), one of the largest mobile ecommerce platforms, today reported its financial results for the quarter and fiscal year ended December 31, 2023. Fourth-Quarter Fiscal 2023 Financial Highlights Preliminary January 2024 Financial Results This information reflects our preliminary estimates with respe ...

SAN FRANCISCO, Feb. 27, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (NASDAQ: WISH) (“ContextLogic” or the “Company”) today announced it will report its fourth quarter and full year 2023 financial results after the close of market on Monday, March 4, 2024. In light of the pending transaction that was announced on February 12, 2024, the Company will not host a conference call or live webcast to discuss these financial results. About WishFounded in 2010 and headquartered in San Francisco, Wish is o ...

SAN FRANCISCO, Feb. 27, 2024 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (NASDAQ:WISH) ("ContextLogic" or the "Company") today announced it will report its fourth quarter and full year 2023 financial results after the close of market on Monday, March 4, 2024. In light of the pending transaction that was announced on February 12, 2024, the Company will not host a conference call or live webcast to discuss these financial results. About WishFounded in 2010 and headquartered in San Francisco, Wish is on ...

Global online shopping platform Temu is already climbing the ranks in the U.S. Apple Store.Hours after Super Bowl viewers were inundated with ads from discount retailer Temu, an online dollar store that used to have similar buzz was acquired at a price that shows the difficulty of sustaining growth in e-commerce. Wish, which was valued at $14 billion at the time of its IPO in 2020, said Monday that it's being acquired by Singapore's Qoo10 for $173 million in cash, 99% below its peak price. Founded in 2010 a ...

ContextLogic has announced an agreement to sell a significant portion of its operating assets and liabilities, including its eCommerce platform Wish, to Qoo10, an eCommerce platform operating in Asia.The transaction is valued at approximately $173 million in cash, ContextLogic said in a Monday (Feb. 12) press release.Following the completion of the transaction, ContextLogic will remain as a publicly listed entity, preserving approximately $2.7 billion of net operating losses (NOLs), according to the release ...

Financial Data and Key Metrics Changes - In Q3 2023, total revenues were $60 million, down 52% year-over-year, primarily due to lower ad spend [48] - Adjusted EBITDA loss was $54 million, an improvement from a loss of $95 million in Q3 2022 and a loss of $66 million in Q2 2023 [63] - The net loss for Q3 2023 was $80 million, compared to a net loss of $124 million in Q3 2022 [63] - Operating cash flow and free cash flow improved to negative $86 million from negative $100 million in Q3 2022 [24] Business Line Data and Key Metrics Changes - Gross profit for Q3 was $14 million, a decline of 59% year-over-year, with gross margin at 23% compared to 27% in Q3 2022 [58] - Total operating expenses were $94 million, a reduction of 42% year-over-year, driven by reduced ad spend and lower employee headcount [28] - The average transaction value increased by 31% year-over-year, while buyer conversion rates improved by approximately 5% [19] Market Data and Key Metrics Changes - Monthly active users declined by 54% to 11 million, and last 12-months active buyers decreased by 44% to 9 million [56] - The decline in user metrics was largely attributed to reduced ad spend over the past several quarters [56] Company Strategy and Development Direction - The company is focused on improving customer experience and driving user engagement through initiatives like the "Keep Shopping" feature [49] - Plans to expand product offerings in the beauty and health category, as well as refurbished electronics, are part of the sustainable growth strategy [51][54] - The company aims to leverage AI for personalized shopping experiences and to enhance user engagement [59] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for the upcoming holiday season, citing strong momentum from growth initiatives [79] - The macroeconomic environment remains challenging, with high inflation impacting consumer spending [74] - The company is committed to navigating competitive pressures by focusing on sustainable growth and improving user experience [83] Other Important Information - The company has engaged JPMorgan as a financial advisor to explore strategic alternatives to maximize shareholder value [5] - A partnership with Octopia is expected to enhance merchant offerings on the platform [18] - The logistics network has expanded, improving delivery times for customers in key markets [67] Q&A Session Summary Question: Reason for seeking strategic alternatives and competition trends - Management noted that competition remains intense, particularly with the upcoming holiday season, but they are focused on organic growth and improving conversion rates [72][73] Question: Insights on macro trends affecting consumer behavior - Management highlighted that inflation remains high, impacting disposable income, but they expect value-conscious consumers to favor their platform during the holiday season [74] Question: Updates on merchant summits and holiday campaigns - Two merchant summits were held, receiving positive feedback, and the company is launching the "Every Day is Black Friday" campaign to capitalize on holiday shopping [75][76]

PART I. FINANCIAL INFORMATION This section covers unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Unaudited Q3 2023 financials show significant declines in assets, revenue, and net income, plus a reverse stock split [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $492 million from $799 million, primarily due to reduced cash and marketable securities Condensed Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $303 | $506 | | Marketable securities | $142 | $213 | | Total current assets | $478 | $777 | | **Total assets** | **$492** | **$799** | | **Liabilities & Equity** | | | | Total current liabilities | $209 | $309 | | **Total liabilities** | **$220** | **$322** | | **Total stockholders' equity** | **$272** | **$477** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2023 revenue sharply declined by 52% to $60 million, resulting in an $80 million net loss for the quarter Statement of Operations Summary (in millions, except per share data) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $60 | $125 | $234 | $448 | | Gross Profit | $14 | $34 | $50 | $140 | | Loss from Operations | ($80) | ($128) | ($256) | ($281) | | Net Loss | ($80) | ($124) | ($249) | ($274) | | Net Loss Per Share | ($3.35) | ($5.53) | ($10.55) | ($12.32) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $266 million for nine months ended Sep 30, 2023, with investing activities providing $75 million Cash Flow Summary for Nine Months Ended Sep 30 (in millions) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($266) | ($313) | | Net cash provided by (used in) investing activities | $75 | ($85) | | Net cash used in financing activities | ($5) | ($9) | | **Net decrease in cash** | **($203)** | **($424)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail a 1-for-30 reverse stock split, revenue disaggregation, legal proceedings, and workforce reductions - The company executed a **1-for-30 reverse stock split** of its Class A common stock, effective April 11, 2023, with all share and per-share data retroactively adjusted[29](index=29&type=chunk)[30](index=30&type=chunk) Disaggregated Revenue (in millions) | Revenue Stream | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Core marketplace | $19 | $40 | $71 | $184 | | ProductBoost | $5 | $11 | $19 | $36 | | **Marketplace Revenue** | **$24** | **$51** | **$90** | **$220** | | **Logistics Revenue** | **$36** | **$74** | **$144** | **$228** | | **Total Revenue** | **$60** | **$125** | **$234** | **$448** | - The company is involved in **putative class action lawsuits** filed in May 2021 related to its IPO, alleging securities law violations, which it intends to defend vigorously[70](index=70&type=chunk) - The company implemented **two significant workforce reductions** in 2023, affecting 150 employees in January and 255 in August, incurring **$12 million in severance costs** for the nine months ended September 30, 2023[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses poor financial performance, including revenue decline and reduced user metrics, while exploring strategic alternatives - The Board has initiated a process to explore **strategic alternatives** to maximize stockholder value, including a potential sale, merger, or even dissolution and liquidation[99](index=99&type=chunk)[100](index=100&type=chunk) Key Financial and Performance Metrics | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | MAU (millions) | 11 | 24 | 13 | 25 | | LTM Active Buyers (millions) | 9 | 16 | 9 | 16 | | Adjusted EBITDA (millions) | ($54) | ($95) | ($182) | ($193) | | Free Cash Flow (millions) | ($86) | ($100) | ($269) | ($315) | - **Monthly Active Users (MAUs)** decreased by approximately **54%** and **LTM Active Buyers** by **44%** in Q3 2023, primarily due to reduced digital advertising expenditures[111](index=111&type=chunk)[113](index=113&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q3 2023 revenue decreased 52% to $60 million, leading to an $80 million operating loss due to declines in both segments Revenue Comparison (in millions) | Revenue Stream | Q3 2023 | Q3 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Marketplace revenue | $24 | $51 | ($27) | (53)% | | Logistics revenue | $36 | $74 | ($38) | (51)% | | **Total Revenue** | **$60** | **$125** | **($65)** | **(52)%** | - Gross margin decreased to **23%** in Q3 2023 from 27% in Q3 2022, due to a higher proportion of lower-margin logistics services and pricing strategy revisions[132](index=132&type=chunk) - Sales and marketing expenses for Q3 2023 decreased by **56%** year-over-year to **$35 million**, primarily due to a **$42 million reduction** in advertising[133](index=133&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2023, the company held $445 million in cash and equivalents, with an undrawn $280 million credit facility - The company's cash, cash equivalents, and marketable securities totaled **$445 million** as of September 30, 2023[142](index=142&type=chunk) - A share repurchase program of up to **$50 million** was authorized in April 2023, but no shares were repurchased through September 30, 2023[146](index=146&type=chunk)[147](index=147&type=chunk) - The company has an undrawn **$280 million** senior secured revolving credit facility available through November 2025[148](index=148&type=chunk)[149](index=149&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign currency, and inflation, with low interest rate exposure - The company's exposure to **interest rate risk is minimal** due to the short-term nature of its cash, cash equivalents, and marketable securities[162](index=162&type=chunk) - To mitigate **foreign currency risk**, the company uses natural hedging and may enter into short-term foreign currency derivative contracts[163](index=163&type=chunk) - Inflation has not had a material effect, but significant inflationary pressures could harm future business by increasing costs and reducing consumer spending[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to material weaknesses - The CEO and CFO concluded that **disclosure controls and procedures were not effective** as of September 30, 2023, due to ongoing material weaknesses[169](index=169&type=chunk) - Outstanding material weaknesses relate to an **ineffective control environment** and **ineffective IT general controls** (user access, change management, and computer operations)[170](index=170&type=chunk)[172](index=172&type=chunk) - Management is implementing a remediation plan including hiring qualified personnel, enhancing IT governance, and holding SOX Steering Committee meetings[173](index=173&type=chunk)[174](index=174&type=chunk) PART II. OTHER INFORMATION This section provides additional information on legal proceedings, updated risk factors, and filed exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company incorporates by reference information on ongoing legal proceedings from Note 7, including IPO-related class actions - Information regarding **legal proceedings** is detailed in Note 7 of the financial statements, discussing ongoing securities class action and shareholder derivative lawsuits[177](index=177&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) New material risk factors relate to exploring strategic alternatives, which carries uncertainty and potential for dissolution - A new risk factor addresses the company's evaluation and pursuit of **strategic alternatives**, announced in November 2023[179](index=179&type=chunk)[180](index=180&type=chunk) - Exploring strategic alternatives is uncertain, may not result in a transaction, and could disrupt business, leading to loss of key employees and stock price volatility[181](index=181&type=chunk)[183](index=183&type=chunk) - The Board may decide to pursue a **dissolution and liquidation**, which could lead to a **total loss of investment** for security holders[185](index=185&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data - The exhibits filed include **CEO and CFO certifications** pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[188](index=188&type=chunk)

Good day and thank you for standing by. Welcome to WISH's second quarter 2023 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's prepared remarks, there will be a question and answer session. To ask a question at that time, you'll need to press star 11 on your telephone. If your question has been answered and you'd like to remove yourself from the queue, simply press star 11 again. As a reminder, today's program is being recorded. I would now like to turn t ...

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 For the quarterly period ended June 30, 2023 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 ContextLogic Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 27-2930953 (State or other jur ...