UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

CONTEXTLOGIC INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

March 9, 2023

Dear Stockholders of ContextLogic Inc.:

It is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders (“Annual Meeting” or “2023 Annual Meeting”) of ContextLogic Inc. d/b/a Wish, to be held on Monday, April 10, 2023 at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. We believe a virtual annual meeting provides safe and expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023.

Details regarding the business to be conducted at our Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

On or around March 9, 2023, we expect to mail to our stockholders the proxy statement for our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), a proxy card, and our Annual Report for the fiscal year ended December 31, 2022 (the “Annual Report”) (collectively the “proxy materials”). The Proxy Statement and proxy card will provide instructions on how to vote online or by telephone, and how to receive printed proxy materials by mail.

Whether or not you plan to virtually attend our Annual Meeting, your vote is important and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or, by mail by following the instructions on your proxy card. If you virtually attend our Annual Meeting, you will have the right to revoke your proxy and vote electronically during the meeting via the live webcast. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares.

On behalf of the Board of Directors, thank you for your continued interest in and support for Wish.

Sincerely,

Jun (Joe) Yan

Chief Executive Officer

One Sansome Street, 33^rd Floor

San Francisco, California 94104

www.wish.com

ContextLogic Inc. Proxy Statement and Notice of 2023 Annual Meeting of Stockholders

TABLE OF CONTENTS

ContextLogic Inc.

One Sansome Street, 33^rd Floor

San Francisco, California 94104

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On April 10, 2023

Dear Stockholders of ContextLogic Inc.:

You are cordially invited to attend the 2023 Annual Meeting (“Annual Meeting” or “2023 Annual Meeting”) of Stockholders of ContextLogic Inc. d/b/a Wish, a Delaware corporation. The meeting will be held on Monday, April 10, 2023, at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023. At the Annual Meeting, our stockholders will be asked:

1.	To elect two Class I directors, Lawrence Kutscher and Stephanie Tilenius, to serve on our Board of Directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.	To approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2022, as disclosed herein;

4.

To approve and adopt a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effect a reverse stock split of the Company’s Class A common stock (the “common stock”) at a ratio ranging from 1-for-20 shares up to a ratio of 1-for-30 shares, which ratio will be selected by our Board of Directors and set forth in a public announcement (the “Reverse Stock Split”);

5.	To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Proposal No. 4 if there are not sufficient votes at the Annual Meeting to approve and adopt such proposal (the “Adjournment Proposal”); and

6.	To conduct any other business properly brought before the meeting.

The items of business listed above are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is February 22, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Regardless of the number of shares you own, your vote is important. Therefore, even if you currently plan to virtually attend the 2023 Annual Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the 2023 Annual Meeting in accordance with your instructions. Both telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the proxy card. If you do virtually attend the 2023 Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.

Please read the attached Proxy Statement, as it contains important information you need to know to vote at our 2023 Annual Meeting.

By Order of the Board of Directors,

San Francisco, California

March 9, 2023

You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via the Internet. For further details, see “Questions and Answers about This Proxy Material and Voting.”

ContextLogic Inc. Proxy Statement and Notice of 2023 Annual Meeting of Stockholders

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ContextLogic Inc.

One Sansome Street, 33^rd Floor

San Francisco, California 94104

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 10, 2023

This Proxy Statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2023 Annual Meeting of Stockholders (“Annual Meeting” or “2023 Annual Meeting”) of ContextLogic Inc. d/b/a Wish (sometimes referred to as “we,” “us,” “our,” the “Company,” “ContextLogic,” or “Wish”), which will be held virtually on Monday, April 10, 2023, at 10 a.m. Pacific Daylight Time via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023.

On or around March 9, 2023, we began sending this Proxy Statement, the attached Notice of 2023 Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our Annual Report, which includes our financial statements for the year ended December 31, 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 10, 2023

This Proxy Statement, the Notice of 2023 Annual Meeting of Stockholders, our form proxy card and our Annual Report are available for viewing, printing and downloading at proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your proxy card.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2022, on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov, or in the “SEC Filings” section of the “Financial Information” section of our Investor Relations website located at ir.wish.com. You may also obtain a printed copy of our Annual Report on Form 10-K, which includes our financial statements, free of charge, by sending a written request to corporatesecretary@wish.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

ContextLogic Inc. Proxy Statement and Notice of 2023 Annual M

SEC Form DEF 14A filed by ContextLogic Inc.