Annual report
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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 , 2020 OR 0 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 ( State or other jurisdiction of incorporation or organization ) One Sansome Street 40th Floor San Francisco , CA ( Address of principal executive offices ) 94104 ( Zip Code ) Registrant's telephone number , including area code : ( 415 ) 432-7323 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Class A Common Stock , $ 0.0001 par value 27-2930953 ( I.R.S. Employer Identification No. ) Trading Symbol ( s ) WISH Name of each exchange on which registered Nasdaq Global Select Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES NO Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the 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 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 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES □ NO > The aggregate market value of the registrant's Class A common stock held by non - affiliates of the registrant , based on the closing price of the registrant's Class A common stock as reported by the Nasdaq Global Select Market on December 16 , 2020 , was approximately $ 7.5 billion . The registrant has elected to use December 16 , 2020 as the calculation date , which was the initial trading date of the registrant's Class A common stock on the Nasdaq Global Select Market , because on June 30 , 2020 ( the last business day of the registrant's second fiscal quarter ) , the registrant was a privately - held company . Shares of Class A common stock held by each executive officer , director , and holder of 5 % or more of the Class A outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of March 17 , 2021 , the number of shares of the registrant's Class A common stock outstanding was 501 million and the number of shares of the registrant's Class B common stock outstanding was 117 million . DOCUMENTS INCORPORATED BY REFERENCE Portions of the information called for by Part III of this Annual Report on Form 10 - K is hereby incorporated by reference from the definitive proxy statement for the registrant's 2021 annual meeting of stockholders , which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31 , 2020 .