ContextLogic Holdings Inc.
For the period ended Sep 30, 2025. Filed Oct 28, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 28, 2025
LOGC$7.97-0.9%Stored close · as of Sep 19, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0002064307-25-000009
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-28.
0001193125-25-253603
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 57 current paragraphs.
34 unchanged; 22 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
General and administrative expense stayed consistent at $3 million for the three months ended September 30, 2025 and 2024. General and administrative expense decreased $22 million, or 58%, to $16 million for the nine months ended
Removed paragraphs (1)
Previous report
General and administrative expense decreased $6 million, or 46%, to $7 million for the three months ended June 30, 2025, compared to $13 million for the three months ended June 30, 2024. This decrease was primarily due to the consummation of the Asset Sale in the prior year as pre-Asset Sale operations contributed $4 million of expenses and the Company incurred an additional $2 million of severance expense related to the Asset Sale.
Reworded paragraphs (22)
Previous wording
On July 24, 2025, subsequent to the quarter-end, our stockholders approved, and, on August 7, 2025, we completed, a reorganization under Section 251 of the Delaware General Corporation Law (the "Reorganization"). Under the Reorganization, ContextLogic Inc. became a wholly owned subsidiary of ContextLogic and (i) each outstanding share of Class A common stock of ContextLogic Inc. was exchanged for one share of common stock of ContextLogic, (ii) each option to purchase shares of common stock of ContextLogic Inc. was assumed by ContextLogic and became exercisable for an equivalent number of shares of common stock of ContextLogic and (iii) each restricted stock unit to be settled in shares of common stock of ContextLogic Inc. was assumed by ContextLogic and remains subject to the same terms and conditions as were applicable to such restricted stock unit award, but was converted into an award with respect to the same number of shares of common stock of ContextLogic. Each share of common stock of ContextLogic is subject to certain transfer restrictions that prohibit transfers having the effect of increasing the ownership of ContextLogic stock by (i) any person from less than 4.9% to 4.9% or more or (ii) any person owning or deemed to own 4.9% or more of ContextLogic stock. In conjunction with the Reorganization, ContextLogic Inc. was converted into a Delaware limited liability company (“ContextLogic LLC”). ContextLogic succeeds as the reporting entity under Exchange Act Rule 12g-3(a) and is trading under the OTCQB Venture Market with the ticker “LOGC.”
Current wording
On July 24, 2025, our stockholders approved, and, on August 7, 2025, we completed, a reorganization under Section 251 of the Delaware General Corporation Law (the "Reorganization"). Under the Reorganization, ContextLogic Inc. became a wholly owned subsidiary of ContextLogic and (i) each outstanding share of Class A common stock of ContextLogic Inc. was exchanged for one share of common stock of ContextLogic, (ii) each option to purchase shares of common stock of ContextLogic Inc. was assumed by ContextLogic and became exercisable for an equivalent number of shares of common stock of ContextLogic and (iii) each restricted stock unit to be settled in shares of common stock of ContextLogic Inc. was assumed by ContextLogic and remains subject to the same terms and conditions as were applicable to such restricted stock unit award, but was converted into an award with respect to the same number of shares of common stock of ContextLogic. Each share of common stock of ContextLogic is subject to certain transfer restrictions that prohibit transfers having the effect of increasing the ownership of ContextLogic stock by (i) any person from less than 4.9% to 4.9% or more or (ii) any person owning or deemed to own 4.9% or more of ContextLogic stock. In conjunction with the Reorganization, ContextLogic Inc. was converted into a Delaware limited liability company (“ContextLogic LLC”). ContextLogic succeeded as the reporting entity under Exchange Act Rule 12g-3(a) and is trading on the OTCQB Venture Market under the symbol “LOGC.”
Previous wording
On May 30, 2025, the Company announced our intent to voluntarily delist the Company's Class A common stock from The Nasdaq Global Market and transition to the OTCQB Venture Market ("OTCQB"). Trading on the OTCQB under the symbol “LOGC” began June 3, 2025. Delisting expenses were insignificant and were recorded in general and administrative expenses for the quarter ended June 30, 2025. The move to OTCQB does not change SEC reporting requirements.
Current wording
On May 30, 2025, we announced our intent to voluntarily delist the Company's Class A common stock from The Nasdaq Global Market and transition to the OTCQB Venture Market ("OTCQB"). Trading on the OTCQB under the symbol “LOGC” began June 3, 2025. Delisting expenses were insignificant and were recorded in general and administrative expenses. The move to OTCQB does not change SEC reporting requirements.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
Revenue decreased $7 million, or 100%, to zero for the three months ended June 30, 2025 as compared to $7 million for the three months ended June 30, 2024. Revenue decreased $43 million, or 100%, to zero for the six months ended June 30, 2025 as compared to $43 million for the six months ended June 30, 2024. The decrease was attributable to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the three and six months ended June 30, 2025 have none of the previous marketplace and logistics operations.
Current wording
There was no revenue for the three months ended September 30, 2025 and 2024. Revenue decreased $43 million, or 100%, to zero for the nine months ended September 30, 2025 as compared to $43 million for the nine months ended September 30, 2024. The decrease was attributable to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the nine months ended September 30, 2025 have none of the previous marketplace and logistics operations.
Previous wording
Cost of revenue decreased $6 million, or 100%, to zero for the three months ended June 30, 2025 as compared to $6 million for the three months ended June 30, 2024. Cost of revenue decreased $36 million, or 100%, to zero for the six months ended June 30, 2025 as compared to $36 million for the six months ended June 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the three and six months ended June 30, 2025 have none of the previous marketplace and logistics operations.
Current wording
There was no cost of revenue for the three months ended September 30, 2025 and 2024. Cost of revenue decreased $36 million, or 100%, to zero for the nine months ended September 30, 2025 as compared to $36 million for the nine months ended September 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the nine months ended September 30, 2025 have none of the previous marketplace and logistics operations.
Previous wording
Sales and marketing expense decreased $3 million, or 100%, to zero for the three months ended June 30, 2025, compared to $3 million for the three months ended June 30, 2024. Sales and marketing expense decreased $18 million, or 100%, to zero for the six months ended June 30, 2025, compared to $18 million for the six months ended June 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the three and six months ended June 30, 2025 have none of the previous marketplace and logistics operations.
Current wording
There was no sales and marketing expense for the three months ended September 30, 2025 and 2024. Sales and marketing expense decreased $18 million, or 100%, to zero for the nine months ended September 30, 2025, compared to $18 million for the nine months ended September 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the nine months ended September 30, 2025 have none of the previous marketplace and logistics operations.
Previous wording
Product development expense decreased $4 million, or 100%, to zero for the three months ended June 30, 2025, compared to $4 million for the three months ended June 30, 2024. Product development expense decreased $26 million, or 100%, to zero for the six months ended June 30, 2025, compared to $26 million for the six months ended June 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the three and six months ended June 30, 2025 have none of the previous marketplace and logistics operations.
Current wording
There was no product development expense for the three months ended September 30, 2025 and 2024. Product development expense decreased $26 million, or 100%, to zero for the nine months ended September 30, 2025, compared to $26 million for the nine months ended September 30, 2024. This decrease was due to the consummation of the Asset Sale in the prior year. As such, the comparable periods for the nine months ended September 30, 2025 have none of the previous marketplace and logistics operations.
Previous wording
General and administrative expense decreased $22 million, or 63%, to $13 million for the six months ended June 30, 2025, compared to $35 million for the six months ended June 30, 2024. This decrease was primarily due to the consummation of the Asset Sale in the prior year. As such, the comparable period of the six months ended June 30, 2025 has none of the previous marketplace and logistics operations. The decrease was offset by $6 million of expenses for employees, which includes $3 million of stock based compensation; $3 million of expenses for the evaluation and pursuit of strategic alternatives; and $3 million of expenses for legal and other professional services.
Current wording
September 30, 2025, compared to $38 million for the nine months ended September 30, 2024. This decrease was primarily due to the consummation of the Asset Sale in the prior year. As such, the comparable period of the nine months ended September 30, 2025 has none of the previous marketplace and logistics operations. The decrease was offset by $8 million of expenses for employees, which includes $5 million of stock-based compensation; $4 million of expenses for the evaluation and pursuit of strategic alternatives; and $4 million of expenses for legal and other professional services.
Previous wording
Interest and other income, net stayed consistent at $2 million for the three months ended June 30, 2025 and June 30, 2024. Interest and other income, net increased $2 million, or 100%, to $4 million for the six months ended June 30, 2025, compared to $2 million for the six months ended June 30, 2024. The increase was driven by the lack of foreign exchange gains or losses in 2025, which had previously offset $2 million interest income earned in the six months ended June 30, 2024.
Current wording
Interest and other income, net stayed consistent at $2 million for the three months ended September 30, 2025 and 2024. Interest and other income, net increased $2 million, or 50%, to $6 million for the nine months ended September 30, 2025, compared to $4 million for the nine months ended September 30, 2024. The increase was driven by the lack of foreign exchange losses in 2025, which had previously offset $2 million of interest income earned in the nine months ended September 30, 2024.
Previous wording
Gain on Asset Sale decreased $4 million, or 100%, to zero for the three months and six months ended June 30, 2025. The decrease was due to a gain associated with the Asset Sale completed last year.
Current wording
There was no gain on asset sale for the three months ended September 30, 2025 and 2024. Gain on Asset Sale decreased $4 million, or 100%, to zero for the nine months ended September 30, 2025. The decrease was due to a gain associated with the Asset Sale completed last year.
Previous wording
There was no provision for income taxes for the three months ended June 30, 2025 and 2024. Provision for income taxes for the six months ended June 30, 2025 decreased $6 million, or 100%, compared to the same period in 2024. The 2024 provision was primarily related to withholding taxes accrued on certain intercompany dividends in the first quarter of fiscal 2024.
Current wording
There was no provision for income taxes for the three months ended September 30, 2025 and 2024. Provision for income taxes for the nine months ended September 30, 2025 decreased $6 million, or 100%, compared to the same period in 2024. The 2024 provision was primarily related to withholding taxes accrued on certain intercompany dividends in the first quarter of fiscal 2024.
Previous wording
As of June 30, 2025, we had cash and cash equivalents of $27 million, which were entirely held in cash deposits, money market funds, and U.S. treasury bills, and marketable securities of $192 million, which funds were held for working capital purposes. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Current wording
As of September 30, 2025, we had cash and cash equivalents of $102 million, which were entirely held in cash deposits, money market funds, and U.S. treasury bills, and marketable securities of $116 million, which funds were held for working capital purposes. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Previous wording
Our material cash requirements outside our normal operating costs include $3 million in total liabilities.
Current wording
We had no material cash requirements outside our normal operating costs.
Previous wording
As of June 30, 2025, we had cash and cash equivalents of $27 million and marketable securities of $192 million (consisting of government securities).
Current wording
As of September 30, 2025, we had cash and cash equivalents of $102 million and marketable securities of $116 million (consisting of government securities).
Previous wording
Net cash used in our operating activities for the six months ended June 30, 2025 was $10 million. This was driven by our net loss of $9 million.
Current wording
Net cash used in our operating activities for the nine months ended September 30, 2025 was $14 million. This was driven by our net loss of $10 million and $4 million of unfavorable changes in operating liabilities, caused by reductions in accounts payable and accrued liabilities.
Previous wording
Net cash used in our operating activities for the six months ended June 30, 2024 was $90 million. This was driven by our net loss of $72 million and $27 million unfavorable changes in our operating assets and liabilities, which was partially offset by non-cash adjustments of $9 million. Unfavorable working capital movement was mainly driven by reductions in accounts payable, merchants payable and accrued and refund liabilities. Accounts payable, merchants payable, and accrued and refund liabilities decreased significantly due to the Asset Sale.
Current wording
Net cash used in our operating activities for the nine months ended September 30, 2024 was $92 million. This was driven by our net loss of $73 million and $26 million unfavorable changes in our operating assets and liabilities, which was partially offset by non-cash expenses of $7 million. Unfavorable working capital movement was mainly driven by reductions in accounts payable, merchants payable and accrued and refund liabilities. Accounts payable, merchants payable, and accrued and refund liabilities decreased significantly due to the Asset Sale.
Previous wording
Net cash used in investing activities was $107 million for the six months ended June 30, 2025. This was due to $190 million in purchases of marketable securities, partially offset by $83 million in maturities of marketable securities.
Current wording
Net cash used in investing activities was $29 million for the nine months ended September 30, 2025. This was due to $230 million in purchases of marketable securities, partially offset by $201 million in maturities of marketable securities.
Previous wording
Net cash used in investing activities was $35 million for the six months ended June 30, 2024. This was due to $133 million net cash proceeds from the Asset Sale and $47 million of purchases in marketable securities, partially offset by $145 million in maturities of marketable securities.
Current wording
Net cash used in investing activities was $103 million for the nine months ended September 30, 2024. This was primarily due to $133 million net cash disposed from the Asset Sale and $120 million in purchases of marketable securities, partially offset by $150 million in maturities and sales of marketable securities.
Previous wording
Net cash provided by our financing activities was $72 million for the six months ended June 30, 2025, due to proceeds from the issuance of redeemable convertible Preferred Units.
Current wording
Net cash provided by our financing activities was $72 million for the nine months ended September 30, 2025, due to net proceeds from the issuance of redeemable convertible Preferred Units.
Previous wording
Net cash used in our financing activities was $1 million for the six months ended June 30, 2024 primarily due to tax payments related to employee RSU settlement.
Current wording
Net cash used in our financing activities was $1 million for the nine months ended September 30, 2024 primarily due to tax payments related to employee RSU settlement.
Previous wording
For the three and six months ended June 30, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Current wording
For the three and nine months ended September 30, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Previous wording
For the three and six months ended June 30, 2024, we had two unconsolidated entities in the Netherlands remaining from the Asset Sale. These two entities hold and manage a payment license in Europe and were pending approval of transfer to Qoo10 by the Dutch National Bank, which occurred on December 31, 2024. We do not retain any economic benefits from these entities and thus do not consolidate them into our financial statements.
Current wording
For the three and nine months ended September 30, 2024, we had two unconsolidated entities in the Netherlands remaining from the Asset Sale. These two entities hold and manage a payment license in Europe and were pending approval of transfer to Qoo10 by the Dutch National Bank, which occurred on December 31, 2024. We did not retain any economic benefits from these entities and thus did not consolidate them into our financial statements.