As filed with the Securities and Exchange Commission on March 12, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CONTEXTLOGIC INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
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27-2930953 (IRS Employer Identification No.) |
2648 International Blvd., Ste 115
Oakland, CA 94601
(415) 965-8476
(Address of Principal Executive Offices)
ContextLogic Inc. 2020 Equity Incentive Plan
(Full title of Plan)
Rishi Bajaj
Chief Executive Officer
ContextLogic Inc.
2648 International Blvd., Ste 115
Oakland, CA 94601
(Name and address of agent for service)
(415) 965-8476
(Telephone number, including area code, of agent for service)
Copies to:
David A. Curtiss Schulte Roth & Zabel LLP 919 Third Ave. New York, NY 10022 (212) 756-2000 |
Marianne Lewis ContextLogic Inc. 2648 International Blvd., Ste 115 Oakland, CA 94601 (415) 965-8476 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☒ |
Non-accelerated filer ☐ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by ContextLogic Inc. (the “Registrant”) for the purpose of registering 1,314,966 additional shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) under the Registrant’s 2020 Equity Incentive Plan pursuant to the provisions of the plan that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 16, 2020, March 14, 2022, February 27, 2023, and March 5, 2024 (File Nos. 333-251374, 333-263538, 333-270074 and 333-277676 respectively) to the extent not superseded hereby.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
ContextLogic Inc., or the Registrant, hereby incorporates by reference into this Registration Statement the following documents (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 12, 2025;
(b) the Registrant’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 filed with the SEC on February 13, 2025;
(c) the Registrant’s Current Reports on Form 8-K filed with the SEC on February 28, 2025, March 11, 2025, and March 12, 2025; and
(d) the description of the Registrant’s common stock contained in the Company’s Description of Capital Stock, filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 12, 2025.
All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules. Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed incorporated by reference in this Registration Statement modifies or supersedes that statement.
Item 8. Exhibits
The following exhibits are incorporated herein by reference.
EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit Number |
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Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed Herewith |
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4.1 |
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Specimen Class A common stock certificate of the Registrant.
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S-1/A |
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333-250531 |
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4.1 |
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12/7/2020 |
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4.2 |
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Restated Certificate of Incorporation, as amended through April 23, 2023.
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10-Q |
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001-39775 |
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3.1 |
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05/04/2023 |
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4.3 |
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Amended and Restated Bylaws, effective as of August 5, 2024.
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8-K |
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001-39775 |
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3.1 |
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08/08/2024 |
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5.1 |
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Opinion and Consent of Schulte Roth & Zabel LLP.
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X |
23.1 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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X |
23.2 |
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Consent of BPM LLP, Independent Registered Public Accounting Firm.
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X |
23.3 |
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Consent of Schulte Roth & Zabel LLP (contained in Exhibit 5.1).
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X |
24.1 |
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Power of Attorney (contained in the signature page hereto).
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X |
99.1 |
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ContextLogic Inc. 2020 Equity Incentive Plan and forms of agreements thereunder.
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S-8 |
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333-251374 |
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99.2 |
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12/16/2020 |
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107 |
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X |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California on this 12th day of March, 2025.
ContextLogic Inc. |
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By: |
/s/ Rishi Bajaj |
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Rishi Bajaj |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Rishi Bajaj, Brett Just, and Marianne Lewis, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
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Chief Executive Officer |
March 12, 2025 |
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Chief Financial Officer |
March 12, 2025 |
/s/ Ted Goldthorpe |
Chairman |
March 12, 2025 |
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Director |
March 12, 2025 |
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Director |
March 12, 2025 |
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Director |
March 12, 2025 |
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Director |
March 12, 2025 |
/s/ Mark Ward |
Director |
March 12, 2025 |
Exhibit 5.1
OPINION AND CONSENT OF SCHULTE ROTH & ZABEL LLP
March 12, 2025
ContextLogic Inc.
2648 International Blvd., Ste 115
Oakland, California 94601
Ladies and Gentlemen:
We have acted as special counsel to ContextLogic Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,314,966 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, issuable under the ContextLogic Inc. 2020 Equity Incentive Plan (the “2020 EIP”).
In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, in each case as presently in effect as of the date hereof, of the Company, and (iii) such other agreements, certificates and documents of public officials, officers and other representatives of the Company and others as we have deemed necessary as a basis for our opinions set forth below.
In our examination, we have assumed (a) the legal capacity of all natural persons executing the Registration Statement, and such other agreements, certificates and documents, (b) the genuineness of all signatures thereon, (c) the authority of all persons signing the Registration Statement and such other agreements, certificates and documents on behalf of the parties thereto, (d) the authenticity of all documents submitted to us as originals, (e) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (f) the authenticity of the originals of such latter documents. As to any facts material to this opinion that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized by the Company and, upon issuance and delivery in the manner described in the 2020 EIP and pursuant to the agreements which accompany each grant under the 2020 EIP, will be validly issued, fully paid and non-assessable.
We are attorneys admitted to practice in the State of New York, and we do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ContextLogic Inc. of our report dated March 4, 2024, relating to the financial statements, which appears in ContextLogic Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
San Francisco, CA
March 12, 2025
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ContextLogic Inc. of our reports dated March 12, 2025, relating to the consolidated financial statements as of and for the year ended December 31, 2024, and the effectiveness of internal control over financial reporting as of December 31, 2024, which appear in the Annual Report on Form 10-K of ContextLogic Inc. for the year ended December 31, 2024.
/s/ BPM LLP
San Jose, California
March 12, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
ContextLogic Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule(3) |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee(4) |
Equity |
Class A Common Stock, par value $0.0001 per share |
Rule 457(c) Rule 457(h)
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1,314,966 (2) |
$7.79 (3) |
$10,243,585.14 |
0.00015310 |
$1,568.29 |
Total Offering Amounts |
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$10,243,585.14 |
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$1,568.29 |
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Total Fee Offsets |
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Net Fee Due |
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$1,568.29 |
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