--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-035052" form_type: "8-K" ticker: null cik: "0001822250" company_name: "ContextLogic Inc." filed_at: "2024-04-23T23:59:59+00:00" generated_at: "2026-06-03T12:14:39.762556+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # ContextLogic completes sale of Wish to Qoo10 for ~$161M; retains $2.7B NOLs, new CEO appointed ## Summary - Received ~$161M cash for substantially all operating assets and liabilities of Wish ecommerce platform. - Company retains ~$2.7B in net operating loss carryforwards; expects to trade under 'LOGC' within 30 days. - Rishi Bajaj appointed CEO and Chairman; four new independent directors join board; prior CEO Yan and others depart. - Stockholders approved the asset sale with ~51.5% of outstanding shares voting in favor (97% of votes cast). - Terminated $280M revolving credit facility with JPMorgan upon closing of the asset sale. ## SEC filing metadata - accession: 0001213900-24-035052 - form_type: 8-K - cik: 0001822250 - company_name: ContextLogic Inc. - filed_at: 2024-04-23T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.02, 2.01, 5.02, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/ea020442401-8k_context.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-035052 - JSON: https://secwatch.observer/filing/0001213900-24-035052.json - Plain text: https://secwatch.observer/filing/0001213900-24-035052.txt ## Key facts - Executive change Julie Bradley resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Lawrence Kutscher resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Stephanie Tilenius resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Elizabeth LaPuma was appointed as Director at ContextLogic Inc.. - Action: appointed - Role: Director source text: Michael Farlekas, Marshall Heinberg, Elizabeth LaPuma and Richard Parisi were appointed to fill the four vacancies resulting from those resignations and the decrease in the size of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Tanzeen Syed resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Vivian Liu departed as Chief Financial Officer at ContextLogic Inc.. - Action: ceased to serve - Role: Chief Financial Officer source text: Jun (Joe) Yan, the Company's Chief Executive Officer, Vivian Liu, the Company's Chief Operating Officer and Chief Financial Officer, and Mauricio Monico, the Company's Chief Product Officer, ceased to serve in their respective positions and as employees of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Michael Farlekas was appointed as Director at ContextLogic Inc.. - Action: appointed - Role: Director source text: Michael Farlekas, Marshall Heinberg, Elizabeth LaPuma and Richard Parisi were appointed to fill the four vacancies resulting from those resignations and the decrease in the size of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Jun (Joe) Yan departed as Chief Executive Officer at ContextLogic Inc.. - Action: ceased to serve - Role: Chief Executive Officer source text: Jun (Joe) Yan, the Company's Chief Executive Officer, Vivian Liu, the Company's Chief Operating Officer and Chief Financial Officer, and Mauricio Monico, the Company's Chief Product Officer, ceased to serve in their respective positions and as employees of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Jun (Joe) Yan resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Marshall Heinberg was appointed as Director at ContextLogic Inc.. - Action: appointed - Role: Director source text: Michael Farlekas, Marshall Heinberg, Elizabeth LaPuma and Richard Parisi were appointed to fill the four vacancies resulting from those resignations and the decrease in the size of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Hans Tung resigned as Director at ContextLogic Inc.. - Action: resigned - Role: Director source text: the resignations of Tanzeen Syed, Julie Bradley, Lawrence Kutscher, Stephanie Tilenius, Hans Tung and Jun (Joe) Yan from the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Brett Just was appointed as Chief Financial Officer at ContextLogic Inc.. - Action: appointed - Role: Chief Financial Officer source text: Brett Just was appointed to serve as the Company' Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Richard Parisi was appointed as Director at ContextLogic Inc.. - Action: appointed - Role: Director source text: Michael Farlekas, Marshall Heinberg, Elizabeth LaPuma and Richard Parisi were appointed to fill the four vacancies resulting from those resignations and the decrease in the size of the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Mauricio Monico departed as Chief Product Officer at ContextLogic Inc.. - Action: ceased to serve - Role: Chief Product Officer source text: Jun (Joe) Yan, the Company's Chief Executive Officer, Vivian Liu, the Company's Chief Operating Officer and Chief Financial Officer, and Mauricio Monico, the Company's Chief Product Officer, ceased to serve in their respective positions and as employees of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Rishi Bajaj changed role as Chief Executive Officer at ContextLogic Inc.. - Action: became - Role: Chief Executive Officer source text: Rishi Bajaj, one of the Company's directors, remained on the Board and became the Company's Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Executive change Vivian Liu departed as Chief Operating Officer at ContextLogic Inc.. - Action: ceased to serve - Role: Chief Operating Officer source text: Jun (Joe) Yan, the Company's Chief Executive Officer, Vivian Liu, the Company's Chief Operating Officer and Chief Financial Officer, and Mauricio Monico, the Company's Chief Product Officer, ceased to serve in their respective positions and as employees of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - M&A Transactions ContextLogic Inc. completed a disposition involving Qube Network Pte. Ltd. for approximately $161 million in cash (closed 2024-04-19). - Action: disposition - Counterparty: Qube Network Pte. Ltd. - Consideration: approximately $161 million in cash - Closing: 2024-04-19 source text: the Buyer (as amended or modified, the “ Asset Purchase Agreement ”). In consideration for the sale of the assets conveyed in the Asset Sale, the Company received approximately $161 million in cash, after giving effect to the purchase price adjustments set forth in Asset Purchase Agreement. As additional consideration, the Buyer assumed substantially all the evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm - Material Agreements ContextLogic Inc. terminated Revolving Credit Facility with JPMorgan Chase Bank, N.A. valued at up to $280 million (effective 2024-04-19). - Action: termination - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A. - Value: up to $280 million - Effective: 2024-04-19 source text: On April 19, 2024, at the closing of the Asset Sale, the Company terminated its Revolving Credit Agreement, dated as of November 20, 2020, by and among the Company, as the Borrower, the Lenders party thereto, the Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “ Revolving Credit Facility ”), as well as the related security agreements. evidence_url: https://www.sec.gov/Archives/edgar/data/1822250/000121390024035052/0001213900-24-035052-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.