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United States securities and exchange commission logo
September 24, 2020
Peter Szulczewski
Chief Executive Officer
ContextLogic Inc.
One Sansome Street 40th Floor
San Francisco, CA 94104
Re: ContextLogic Inc.
Draft Registration
Statement on Form S-1
Submitted August
28, 2020
CIK No. 0001822250
Dear Mr. Szulczewski:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted August 28, 2020
Prospectus Summary, page 1
1. We note here and
elsewhere your reference to Sensor Tower, eMarketer, Euromonitor
International Limited,
and First Insight for data on your industry. Please tell us whether
you commissioned any of
the studies cited in your disclosure for use in the registration
statement. If so,
please identify in your disclosure that you commissioned the study and
file a consent(s) as an
exhibit to the registration statement. See Securities Act Rule 436.
Peter Szulczewski
FirstName LastNamePeter Szulczewski
ContextLogic Inc.
Comapany 24,
September NameContextLogic
2020 Inc.
September
Page 2 24, 2020 Page 2
FirstName LastName
Risk Associated with our Business, page 10
2. In the fifth bullet pointed paragraph in this disclosure you discuss
the risk of counterfeit or
fraudulent products and the consequences "if our policies and
practices with respect to
such sales are perceived or found to be inadequate,.." On page 46 in a
related risk
factor you discuss merchants violating your policy concerning
counterfeit, infringing or
illegal products. In an appropriate place in your prospectus, briefly
disclose your policies
and practices concerning counterfeit or fraudulent products.
Risks Related to this Offering and Our Class A Common Stock
Our certificate of incorporation will provide that..., page 58
3. We note your disclosure that the Court of Chancery of the State of
Delaware and the U.S.
federal district courts will be the exclusive forums for certain
actions; however, on page
157 you state that the Court of Chancery will be the exclusive forum
for actions, and
Exhibit 3.1 states that federal district courts will be the exclusive
forums only in the event
the Court of Chancery does not have jurisdiciton. Please revise for
consistency and
accuracy. In addition, we note that Exhibit 3.1 does not address the
applicability of the
exclusive forum provision to claims under the Securites Act or
Exchange Act; please
revise accordingly.
Selected Consolidated Financial and Other Data
Other Financial Information and Data
LTM Active Buyers, page 72
4. We note your discussion of LTM Active Buyers, which we assume to mean
last twelve
month active buyers. You state that you determine your number of
unique active buyers
by counting the number of individual users who have placed at least
one order "regardless
of whether the products are actually sold, delivered, or returned."
Please tell us the
circumstances in which a user would be considered an active buyer when
they had not
actually been sold products.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 76
5. We note your reference to your "positive working capital dynamics."
Please revise to
explain these dynamics and whether you expect them to continue.
Components of Results of Operations, page 82
6. You state that your logistics offering for merchants is designed for
direct end-to-end
single order dropship from a merchant s location to the user. As we
understand it, the
term dropship generally implies fulfillment by a party other than the
merchant. Please
clarify your disclosure in this regard.
Peter Szulczewski
FirstName LastNamePeter Szulczewski
ContextLogic Inc.
Comapany 24,
September NameContextLogic
2020 Inc.
September
Page 3 24, 2020 Page 3
FirstName LastName
Comparison of Years Ended December 31, 2018 and 2019, page 84
7. Please revise to quantify factors to which changes are attributed. For
example,
you disclose that growth in marketplace revenue was primarily driven
by increased
adoption of ProductBoost and that cost of revenue increased primarily
due to costs related
to the increased volume of logistics services provided but do not
quantify those impacts.
We note your disclosure quantifying logistics and marketplace revenue
in narrative form
on page 85. Please consider revising the table immediately preceding
this narrative
disclosure to provide these amounts in tabular form, with the
remaining narrative
disclosure focused on discussing and analyzing the underlying reasons
for changes in
results. Please also consider quantifying components of your revenues,
such as
ProductBoost advertising, that are material to understanding changes
in your revenues.
Please also quantify the effects of changes in both price and volume
on your revenue and
expense categories, where appropriate.
We note from your disclosure on page 82 that cost of revenue includes
a number of
different components. As noted above, cost of revenue increased
primarily due to changes
in one of these components. Please consider whether quantification of
material
components here (and in sales and marketing expense) would facilitate
investors'
understanding of your results.
Business, page 98
8. Please revise to discuss the particular means by which you generate
revenues and incur
expenses (e.g., marketplace services, logistical services provided to
merchants, etc.),
relevant pricing structures, the percentage of revenue and expenses
derived from
each category of services, and the nature of each category of
services.
Business
Our Platform Offerings and Features
Affordability and Accessibility, page 111
9. Based on disclosures on pages 111 through 113, we note that you offer
engagement-based
and referral-based rewards, such as Wish Cash, rewards, and a referral
program. Please
tell us whether these programs are or are expected to be material and,
if so, tell us the
amount of related costs attributable to these rewards programs and
describe how they are
recognized.
Principal and Selling Stockholders , page 147
10. Please disclose the natural person(s) or public company that has the
ultimate voting or
investment control over the shares held by Republic Technologies Pte.
Ltd. Refer to
Question 140.02 of our Regulation S-K Compliance and Disclosure
Interpretations located
at our web-site.
Peter Szulczewski
ContextLogic Inc.
September 24, 2020
Page 4
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Segments, page F-8
11. Please tell us, and revise to disclose, the factors used to identify
your reportable segments,
including the basis of organization (for example, whether management
has chosen to
organize the company around differences in products and services,
geographic areas, or a
combination of factors and whether operating segments have been
aggregated). Please
refer to ASC 280-10-50-21. As part of your response, please also tell
us how you
identified your operating segments based on the criteria provided in
ASC 280-10-50-1
through 50-9 and provide us with a list of these operating segments.
To the extent you
have more than one operating segment, please tell us how you
considered the aggregation
criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC
280-10-50-12 in
determining your reportable segments. Please be detailed in your
response.
Revenue recognition, page F-8
12. On page 78, you disclose that packages shipped through your
proprietary logistics
platform has grown to over 90% in July 2020, and of this volume, you
perform all logistic
services on behalf of your merchants for approximately 50% of the
packages. Please tell
us how you considered the combination of contracts guidance for your
marketplace and
logistics arrangements in accordance with ASC 606-10-25-9. Please also
explain to us the
nature and timing of merchants' commitment to using your logistics
services (e.g., on an
order by order basis, for a period of time, or otherwise).
13. You disclose that marketplace revenue is generally recorded on a net
basis and logistics
revenue is generally recorded on a gross basis. Please provide us your
analysis of principal
versus agent considerations for each revenue stream including a
comprehensive discussion
of relevant terms. In addition, please tell us the materiality and
frequency of transactions
that were recognized differently than others in the same revenue
stream on the basis of
principal versus agent determination. Refer to ASC 606-10-50-12 and
ASC 606-10-55-36
through 55-40.
14. We note your revenues are generated from merchant access to your
marketplace platform,
ProductBoost advertising, and from logistics services. Please revise
to disclose the
required disaggregation of revenue disclosures in accordance with ASC
606-10-50-5
through 50-6 and ASC 606-10-55-89 through 55-91.
FirstName LastNamePeter Szulczewski
Please also more fully explain the nature of all the services and
provide us your analysis
Comapany NameContextLogic
identifying Inc.obligations. In this regard, we note you
disclosed various
the performance
services
September you provide
24, 2020 Page 4 to your merchants on page 113.
FirstName LastName
Peter Szulczewski
FirstName LastNamePeter Szulczewski
ContextLogic Inc.
Comapany 24,
September NameContextLogic
2020 Inc.
September
Page 5 24, 2020 Page 5
FirstName LastName
Logistics Revenue, page F-9
15. You recognize logistics revenue over time as the logistics services
are provided. Please
address the following:
Revise to disclose the method used to recognize the revenue and
why the method
used provides a faithful depiction of the transfer of services.
Refer to ASC 606-10-
50-18.
Revise to disclose payment terms in accordance with ASC
606-10-50-12.
Note 3. Financial Instruments and Fair Value Measurement, page F-18
16. You disclose that the significant unobservable inputs used in the fair
value measurement
of the redeemable convertible preferred stock warrant liability is the
fair value of the
underlying redeemable convertible preferred stock at the valuation
date. Please revise to
provide quantitative information about the significant unobservable
inputs used in the fair
value measurement of the redeemable convertible preferred stock
warrant liability in
accordance with ASC 820-10-50-2.bbb.2.
You may contact Stephen Kim at 202-551-3294 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services