DEF 14A 1 ny20041971x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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 Pursuant to Section 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 all boxes that apply):


☒			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.

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PROXY STATEMENT FOR ANNUAL MEETING OF

CONTEXTLOGIC INC.

PROXY STATEMENT/PROSPECTUS

A REORGANIZATION AND HOLDING COMPANY MERGER IS PROPOSED

YOUR VOTE IS IMPORTANT

Dear Stockholders of ContextLogic Inc.:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (“Annual Meeting” or “2025 Annual Meeting”) of ContextLogic Inc. (“ContextLogic” or the “Company”), to be held on Thursday, July 10, 2025 at 10:00 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 www.virtualshareholdermeeting.com/LOGC2025.

At the Annual Meeting, you will be asked to consider and act upon the following actions:

(1)

to approve an agreement and plan of reorganization (the “Reorganization Agreement”) to effect a transaction intended to help protect the long-term value to the Company of our substantial net operating loss carryforwards (“NOLs”) in which ContextLogic will become a wholly owned subsidiary of Easter Parent, Inc., a newly formed holding company (“Holdings”), immediately followed by a conversion of ContextLogic into a Delaware limited liability company, and each outstanding share of class A common stock of ContextLogic (“ContextLogic common stock”) will be exchanged for one share of common stock of Holdings and each option to purchase shares of common stock of ContextLogic will be assumed by Holdings and become exercisable for an equivalent number of shares of Holdings common stock, each restricted stock unit to be settled in shares of ContextLogic common stock will assumed by Holdings and remain subject to the same terms and conditions as were applicable to such restricted stock unit award, but will be converted into an award with respect to the same number of shares of Holdings common stock, and each share of common stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings 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 Holdings’ stock (together, the “Reorganization” and the proposal, the “Reorganization Proposal”);

(2)	a proposal to elect two Class III directors, Ted Goldthorpe and Jennifer Chou, to serve on our Board of Directors until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified (the “Election Proposal”);

(3)	a proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification Proposal”);

(4)	a proposal to approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2024, as disclosed herein (the “Compensation Proposal”);

(5)	a proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Reorganization Proposal (the “Adjournment Proposal”); and

(6)	to conduct any other business properly brought before the meeting.

If the Reorganization Proposal is approved and the transactions contemplated by the reorganization agreement, which we refer to as the “Reorganization,” are completed, we will become a wholly owned subsidiary of the newly formed holding company, and your shares will automatically be exchanged for the same number of shares of the Delaware holding company.

We intend to seek approval to list and trade the Holdings common stock on the Nasdaq Global Select Market under the symbol “LOGC,” the same ticker symbol currently used by the Company. We intend to rename Holdings to “ContextLogic Holdings Inc.” following the Reorganization.

Our Board of Directors has unanimously determined that the Reorganization Proposal and the Reorganization Agreement and the transactions contemplated thereby, including the Reorganization, as well as the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal, are fair to, advisable and in the best interests of, the Company and its stockholders. Accordingly, our board has unanimously approved the reorganization agreement and recommends that you vote “FOR” the Reorganization Proposal, “FOR” the Election Proposal, “FOR” the Ratification Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. We cannot complete the Reorganization unless holders of a majority of the outstanding shares of our common stock vote to approve the Reorganization Proposal. If you fail to vote on the Reorganization Proposal, it will have the same effect as if you were to vote against the Reorganization Proposal.

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 May 30, 2025, we expect to mail to our stockholders the proxy statement for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), a proxy card, and our Annual Report for the fiscal year ended December 31, 2024 (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.

We encourage you to read the accompanying proxy statement/prospectus carefully because it explains the proposed Reorganization, the documents related to the Reorganization and other related matters. You can also obtain other information about us from documents that we have filed with the Securities and Exchange Commission. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 23.

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

Sincerely,

Rishi Bajaj

Chief Executive Officer

2648 International Blvd., Ste 115

Oakland, CA 94601

ir.contextlogicinc.com

May 28, 2025

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated May 28, 2025 and is being first mailed to ContextLogic Inc. stockholders on or about May 30, 2025.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Holdings, constitutes a prospectus of Holdings under Section 5 of the Securities Act, with respect to the shares of common stock of Holdings to be issued to ContextLogic stockholders pursuant to the Reorganization Agreement. This document also constitutes a proxy statement of ContextLogic under Section 14(a) of the Exchange Act.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus with respect to the Reorganization. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus with respect to the Reorganization. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to ContextLogic stockholders nor the issuance by Holdings of its common stock in connection with the Reorganization will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ADDITIONAL INFORMATION

This document, which is sometimes referred to as this proxy statement/prospectus, constitutes a proxy statement of ContextLogic Inc., which we refer to as the “Company,” with respect to the solicitation of proxies by the Company for the annual meeting described within, and a prospectus of Easter Parent, Inc., which we refer to as “Holdings,” for the shares of common stock of Holdings to be issued to Company stockholders in connection with the proposed Reorganization. As permitted under the rules of the SEC, this proxy statement/prospectus incorporates important business and financial information about us that is contained in documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. You may obtain copies of these documents incorporated by reference into this proxy statement/prospectus, including copies of financial statements and management’s discussion and analysis, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See “Where You Can Find Additional Information” beginning on page 64. You may also obtain copies of these documents, without charge, from the Company by writing or calling:

ContextLogic Inc.

2648 International Blvd., Ste 115

Oakland, CA 94601

Telephone: (415) 965-8476

You also may obtain documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the proxy solicitor for the reorganization at the following address and telephone numbers:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

To receive timely delivery of the documents in advance of the Annual Meeting, you should make your request no later than July 2, 2025, which is five business days before the Annual Meeting.

In addition, you may obtain copies of documents filed by ContextLogic with the SEC on ContextLogic’s website at ir.contextlogicinc.com. We are not incorporating the contents of the websites of ContextLogic or any other entity into this proxy statement/prospectus.

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			ContextLogic Inc. 2648 International Blvd., Ste 115 Oakland, CA 94601

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 10, 2025

Dear Stockholders of ContextLogic Inc.:

You are cordially invited to attend the 2025 Annual Meeting (“Annual Meeting” or “2025 Annual Meeting”) of Stockholders of ContextLogic Inc., a Delaware corporation. The meeting will be held on Thursday, July 10, 2025, at 10:00 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 www.virtualshareholdermeeting.com/LOGC2025. At the Annual Meeting, our stockholders will be asked:

(1)

To approve an agreement and plan of reorganization (the “Reorganization Agreement”) to effect a transaction intended to help protect the long-term value to our company of our substantial net operating loss carryforwards, which we refer to herein as “NOLs,” in which ContextLogic will become a wholly owned subsidiary of Easter Parent, Inc., a newly formed holding company (“Holdings”), immediately followed by a conversion of ContextLogic into a Delaware limited liability company, and each outstanding share of class A common stock of ContextLogic (“ContextLogic common stock”) will be exchanged for one share of common stock of Holdings. Any options you hold to purchase ContextLogic common stock will be assumed by Holdings and become exercisable for the equivalent number of shares of common stock of Holdings, each restricted stock unit to be settled in shares of ContextLogic common stock will assumed by Holdings and remain subject to the same terms and conditions as were applicable to such restricted stock unit award, but will be converted into an award with respect to the same number of shares of Holdings common stock, and each share of common stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings 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 Holdings’ stock (together, the “Reorganization,” and the proposal, the “Reorganization Proposal”);

(2)	To elect two Class III directors, Ted Goldthorpe and Jennifer Chou, to serve on our Board of Directors until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified (the “Election Proposal”);

(3)	To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification Proposal”);

(4)	To approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2024, as disclosed herein (the “Compensation Proposal”);

(5)	To approve, if necessary, the adjournment of the Annual Meeting to solicit additional proxies in favor of the Reorganization Proposal (the “Adjournment Proposal”); and

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

Our Board of Directors has approved the proposed Reorganization Agreement and unanimously determined that the Reorganization Proposal and the Reorganization Agreement and the transactions contemplated thereby, including the Reorganization, as well as the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal, are fair to, advisable and in the best interests of, the Company and its stockholders, and unanimously recommends that stockholders vote “FOR” the Reorganization Proposal, “FOR” the Election Proposal, “FOR” the Ratification Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

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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 May 19, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record 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 2025 Annual Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the 2025 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 2025 Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Reorganization and the Reorganization Agreement and the other matters to be considered at the annual meeting. We urge you to carefully read this proxy statement/prospectus (including the Annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 23.

By Order of the Board of Directors,

Oakland, California

May 28, 2025

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 regarding the Annual Meeting and Proposals.”

iii

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			ContextLogic Inc. 2648 International Blvd., Ste 115 Oakland, CA 94601

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 10, 2025

This Proxy Statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2025 Annual Meeting of Stockholders (“Annual Meeting” or “2025 Annual Meeting”) of ContextLogic Inc. (sometimes referred to as “we,” “us,” “our,” the “Company,” or “ContextLogic”), which will be held virtually on Thursday, July 10, 2025, at 10:00 a.m. Pacific Daylight Time via live webcast by visiting www.virtualshareholdermeeting.com/LOGC2025.

On or around May 30, 2025, we began sending this Proxy Statement, the attached Notice of 2025 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 as amended by Amendment No. 1 thereto, which includes our financial statements for the year ended December 31, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2025

This Proxy Statement, the Notice of 2025 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 for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, which include our financial statements for the fiscal year ended December 31, 2024, or on the website of the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Financial Information” section of our Investor Relations website located at ir.contextlogicinc.com. You may also obtain a printed copies of our Annual Report on Form 10-K and Amendment No. 1 thereto, which includes our financial statements, free of charge, by sending a written request to corporatesecretary@contextlogicinc.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS			i
ADDITIONAL INFORMATION			i
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			1
QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING AND PROPOSALS			3
SUMMARY			15
RISK FACTORS			23
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			27
PROPOSAL 1—REORGANIZATION PROPOSAL			31
PROPOSAL 2—ELECTION PROPOSAL			45
PROPOSAL 3—RATIFICATION PROPOSAL			47
PROPOSAL 4—COMPENSATION PROPOSAL			49
PROPOSAL 5—ADJOURNMENT PROPOSAL			50
INFORMATION ABOUT CONTEXTLOGIC AND HOLDINGS			51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			52
DESCRIPTION OF HOLDINGS’ SECURITIES			53
COMPARISON OF STOCKHOLDER RIGHTS BEFORE AND AFTER THE REORGANIZATION			54
EXPERTS			63
LEGAL MATTERS			63
OTHER BUSINESS			63
WHERE YOU CAN FIND ADDITIONAL INFORMATION			64

ANNEX A – AGREEMENT AND PLAN OF REORGANIZATION			A-1
ANNEX B – FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HOLDINGS			B-1
ANNEX C – FORM OF AMENDED AND RESTATED BYLAWS OF HOLDINGS			C-1

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus, and in documents incorporated by reference in this proxy statement/prospectus, contain “forward-looking” information, as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent our management’s beliefs and assumptions concerning future events. When used in this proxy statement/prospectus and in documents incorporated herein by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “assumption,” “believes,” “continue,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “intends,” “goals,” “judgment,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” and the negative of these terms or other similar expressions. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to:

•	the risk that we may be unsuccessful in maintaining our listing on The Nasdaq Global Select Market;

•	the risk that we may not obtain the expected benefits of the Reorganization;

•	the risk that certain conditions of the Reorganization may not be satisfied, or completed on a timely basis, if at all;

•	the risk that Nasdaq may not list the common stock of Holdings on its exchange;

•	the risk that the imposition of transfer restrictions may cause the market price of Holdings’ common stock to decline;

•	the risk that if the Reorganization does not qualify as a nontaxable transaction in whole or in part, the ContextLogic stock holders may be required to pay substantial U.S. federal income taxes as a result of the Reorganizaton;

•	the risk that the transfer restrictions may impede or discourage efforts by a third party to acquire Holdings;

•	the possibility that future legislation may result in Holdings being unable to realize the tax benefits of the NOLs;

•	the possibility that Holdings may not be able to make use of the existing tax benefits of the NOLs because Holdings may not generate taxable income;

•	the possibility that the IRS could challenge the amount of the NOLs or claim that the Company or Holdings experienced an ownership change, which could reduce the amount of NOLs that Holdings can use; and

•	the risk that the Company’s business could be adversely affected if the Reorganization is not approved.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in the section “Risk Factors” below or in ContextLogic’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, ContextLogic's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 9, 2025 and as further updated from time to time by ContextLogic’s subsequent filings with the SEC, which are incorporated by reference into this prospectus/proxy statement.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject, including, but not limited to, statements regarding the strategic alternatives considered by our Board of Directors, including the decisions taken thereto; future financial performance; our future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace; the outcome of ongoing litigation; our expected tax rate; the effect of changes in or the application of new or revised tax laws; the effect of new accounting pronouncements; and other characterizations of future events or

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circumstances. These statements are based on information available to us as of the date of this proxy statement/prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

Consequently, all of the forward-looking statements made in this proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained under this caption, the information contained in this proxy statement/prospectus, including under the section “Risk Factors,” and the information incorporated by reference herein. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of ContextLogic or Holdings. Actual results may differ materially from those discussed in this proxy statement/prospectus. All forward-looking statements speak only as of the date of this proxy statement/prospectus and neither ContextLogic nor Holdings assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise, as of any future date.

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QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING AND THE PROPOSALS

Set forth below are some key questions and answers to provide you with more information about the Annual Meeting. These questions and answers are qualified in their entirety by reference to the more detailed information appearing elsewhere in or accompanying this proxy statement/prospectus. We urge you to review the entire proxy statement/prospectus and accompanying materials carefully.

INTRODUCTION

What was the Asset Sale with Qoo10, Inc.?

On February 10, 2024, ContextLogic Inc. (“we,” “us,” “our,” the “Company,” or “ContextLogic”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Qoo10 Inc., a Delaware corporation (“Qoo10 Delaware”), and, for certain specified purposes, Qoo10 Pte. Ltd., a Singapore private limited company and Qoo10 Delaware’s parent company (“Qoo10”), pursuant to which (i) we agreed to sell substantially all of our assets to Qoo10 Delaware or an affiliate designated by Qoo10 Delaware (such designated affiliate, the “Buyer”), other than (A) our net operating loss carryforwards (“NOLs”) and certain other tax attributes, (B) our marketable securities and (C) our cash and cash equivalents, and (ii) Qoo10 agreed to acquire those assets and assume substantially all of our liabilities as specified in the Asset Purchase Agreement (the “Asset Sale”).

On April 18, 2024, the holders of a majority of the outstanding shares of our common stock voted to approve the Asset Sale. Pursuant to such vote and satisfaction of other customary closing conditions, the Asset Sale closed on April 19, 2024, and immediately following the closing of the Asset Sale, we received/retained approximately $162 million in cash, cash equivalents and marketable securities (consisting of government securities) (the “Post-Closing Cash”), as well as the NOLs and other tax attributes described herein.

As consideration for the Asset Sale, the Buyer (i) paid to us cash that resulted in the Post-Closing Cash described below, and (ii) assumed substantially all of our liabilities as specified in the Asset Purchase Agreement.

As of December 31, 2023, we had federal NOLs of approximately $2.7 billion. In addition, we had Post-Closing Cash of approximately $162 million immediately following the closing of the Asset Sale. The term “Post-Closing Cash” refers to (i) the cash consideration paid by the Buyer at the closing plus (ii) the cash, cash equivalents and marketable securities that were retained by us (and withheld from the Asset Sale) minus (iii) the transaction expenses payable by us at closing.

For more information about the Asset Sale, please see our Current Report on Form 8-K filed on April 23, 2024, which disclosed the consummation of the Asset Sale.

What do we plan to do with the Post-Closing Cash?

As a result of the Asset Sale, we have exited the operation of our e-commerce business and other historical operations. However, we currently do not intend to liquidate. The Board of Directors is continuing to evaluate alternatives for the use of the Post-Closing Cash. Those alternatives are currently expected to include using the Post-Closing Cash to fund, at least in part, the acquisition of assets.

Why am I receiving these materials?

These proxy materials are being provided because the Board of Directors is soliciting your proxy to vote at our 2025 Annual Meeting which will be held virtually on Thursday, July 10, 2025, at 10:00 a.m. Pacific Daylight Time via live webcast by visiting www.virtualshareholdermeeting.com/LOGC2025, in order to, among other things, obtain the stockholder approval necessary to adopt the Reorganization Agreement. The adoption of the Reorganization Agreement requires the affirmative vote of a majority of the issued and outstanding shares of ContextLogic common stock entitled to vote thereon. It is important that stockholders vote their shares on this matter, in addition to the other proposals provided herein, regardless of the number of shares owned.

This document is being delivered to you as both a proxy statement and a prospectus in connection with the Reorganization. It is the proxy statement by which ContextLogic’s Board of Directors is soliciting proxies from ContextLogic stockholders to vote at the annual meeting, or at any adjournment or postponement of the annual meeting. In addition, this document is the prospectus of Holdings pursuant to which it will issue common stock to the ContextLogic stockholders in connection with the Reorganization.

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This Proxy Statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders and proxy card, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

We have sent you this Proxy Statement, the Notice of 2025 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report because you owned shares of our common stock on the record date. We intend to commence distribution of these proxy materials to stockholders on or around May 30, 2025.

What is a virtual Annual Meeting?

The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe a virtual annual meeting provides safe and expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings. You can virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/LOGC2025, where you will be able to vote your shares and submit your questions during the meeting via the Internet. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person.

We invite you to virtually attend the Annual Meeting and request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the virtual Annual Meeting to vote your shares. Instead, you may vote by internet, by telephone, or, by completing and mailing in your proxy card.

The Annual Meeting starts at 10:00 a.m. Pacific Daylight Time on Thursday, July 10, 2025. We encourage you to access the meeting website prior to the start time to allow for check in. If you encounter any difficulties with accessing the virtual meeting at any point, please call the technical support number that will be posted on the virtual meeting log-in page.

You do not need to register to virtually attend the Annual Meeting webcast. Follow the instructions on your proxy card to access the Annual Meeting.

If you wish to submit a question on the day of the Annual Meeting, you may log in to the virtual meeting platform at www.virtualshareholdermeeting.com/LOGC2025 and submit your question through the Q&A tab. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, or other matters not pertinent to Annual Meeting matters will not be answered.

What are the proposals I will be voting on at the Annual Meeting?

As a stockholder, you are entitled and requested to:

approve the agreement and plan of reorganization (the “Reorganization Agreement”) pursuant to which ContextLogic would become a wholly owned subsidiary of Easter Parent, Inc., a newly formed Delaware corporation, immediately followed by a conversion of ContextLogic into a Delaware limited liability company, and each outstanding share of ContextLogic common stock would be exchanged for one share of common stock of Holdings, options to purchase shares of ContextLogic common stock would be assumed by Holdings and become exercisable for the equivalent number of shares of common stock of Holdings, restricted stock units to be settled in shares of ContextLogic common stock will assumed by Holdings and remain subject to the same terms and conditions as were applicable to such restricted stock unit awards, but will be converted into awards with respect to the same number of shares of Holdings stock, and each share of common stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings common 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 Holdings stock (the “Reorganization” and the proposal, the “Reorganization Proposal”);

2.	approve the election of our Class III directors to serve until the 2028 Annual Meeting of Stockholders, who include Ted Goldthorpe and Jennifer Chou (the “Election Proposal”);

3.	approve the ratification of the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification Proposal”);

4.	approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2024, as disclosed herein (the “Compensation Proposal”); and

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5.	approve the adjournment of the Annual Meeting to a later date, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Reorganization Proposal (the “Adjournment Proposal”).

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

What stockholder vote is required for the approval of each proposal at the Annual Meeting?

The following are the vote requirements for the approval of the proposals at the Annual Meeting:

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Reorganization Proposal: Approval of the Reorganization Proposal requires the affirmative vote of a majority of the issued and outstanding shares of ContextLogic common stock entitled to vote thereon. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum, and will have the same effect as a vote “AGAINST” this proposal.

•

Election Proposal: Directors are elected by a plurality of the votes cast with respect to such director. This means that, with respect to the Election Proposal, nominees receiving the most “For” votes will be elected. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not considered votes cast on this proposal and will not have any effect on the election of directors, and therefore, have no effect on the outcome of the vote.

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Ratification Proposal: To be approved, the Ratification Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote.

•

Compensation Proposal: To be approved, the Compensation Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote. However, the advisory approval of our named executive officer compensation for the year ended December 31, 2024 is advisory and non-binding in nature and cannot overrule any decisions made by our Board of Directors.

•

Adjournment Proposal: To be approved, the Adjournment Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote.

How does the Board of Directors recommend that I vote at the Annual Meeting?

ContextLogic’s Board of Directors unanimously (i) determined that the Reorganization Agreement and the transactions contemplated thereby, including the Reorganization Reorganization Proposal and the as well as the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal, are fair to, advisable and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Reorganization Agreement, the Reorganization, the Reorganization Proposal, the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal and the other transactions contemplated thereby, (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Reorganization Agreement, that the Company’s stockholders vote to adopt the Reorganization Agreement; and (iv) determined to recommend, that the Company’s stockholders vote to approve the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal.

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The ContextLogic Board of Directors unanimously recommends that ContextLogic stockholders vote “FOR” the Reorganization Proposal, “FOR” the Election Proposal, “FOR” the Ratification Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this Proxy Statement was first made available, we knew of no matters that need to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on May 19, 2025 (the “Record Date”) will be entitled to vote at the Annual Meeting. On this Record Date, there were 26,682,233 shares of our common stock outstanding. Each holder of our common stock has the right to one vote for each share of common stock held as of the record date.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote electronically at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, then you are considered to be the beneficial owner of shares that are held in “street name” or a street name stockholder and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not virtually attend the Annual Meeting and vote electronically at the Annual Meeting unless you follow your broker’s procedures for voting. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

How do I vote?

If on May 19, 2025, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone, or by mail as described below. Stockholders may also attend the virtual meeting and vote electronically. If you hold shares through a bank or broker, please refer to your proxy card, or other information forwarded by your bank or broker to see which voting options are available to you.

•

You may vote via the Internet at www.proxyvote.com by following the instructions for Internet voting on the proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on July 10, 2025. Easy-to-follow instructions are available to allow you to vote your shares and confirm that your instructions have been properly recorded.

•

You may vote by telephone by dialing 800-690-6903 and following the instructions for voting by phone on the proxy card mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on July 10, 2025. Easy-to-follow voice prompts are available to allow you to vote your shares and confirm that your instructions have been properly recorded.

•	You may vote by mail by completing and mailing in the paper proxy card you received. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting.

•	If you wish to vote electronically at the meeting, go to www.virtualshareholdermeeting.com/LOGC2025 using your unique control number included in the proxy materials mailed to you.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted (i) “For” the Reorganization Proposal, “For” the Election Proposal, “For” the Ratification Proposal, “For” the

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Compensation Proposal, and “For” the Adjournment Proposal. However, if you are not a stockholder of record, and your shares are held instead through a broker, nominee, fiduciary, or other custodian, you must provide voting instructions to the stockholder of record of the shares in accordance with the stockholder of record’s requirements in order for your shares to be properly voted. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We are making this solicitation of proxies on behalf of our Board of Directors and will pay the solicitation costs. Our directors, officers, and other employees may, without additional compensation except reimbursement for actual expenses, solicit proxies by mail, in person, or by telecommunication. We will reimburse brokers, fiduciaries, custodians, and other nominees for out-of-pocket expenses incurred in sending our proxy materials to, and obtaining instructions relating to such materials from, beneficial owners. In addition, we have retained MacKenzie Partners, Inc. at a fee estimated to be approximately $20,000, plus reasonable out-of-pocket expenses, to act as our proxy solicitor in connection with the proposals to be acted upon at the Annual Meeting. Pursuant to our agreement with MacKenzie Partners, Inc. they will provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting.

If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor at:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, and return each proxy card, or submit a proxy to ensure that all of your shares are voted.

What if I share an address with another stockholder of ContextLogic Inc.?

If you reside at the same address as another ContextLogic Inc. stockholder, you and other ContextLogic Inc. stockholders residing at the same address will receive a single copy of the proxy materials. If you wish to receive an additional, separate copy of the proxy materials, please make a written request to: ContextLogic Inc., 2648 International Blvd., Ste 115, Oakland, CA 94601, Attention: Corporate Counsel and Secretary. Upon your request, we will promptly deliver a separate copy to you. The Annual Report, Proxy Statement, and Notice of 2025 Annual Meeting to Stockholders are also available at www.proxyvote.com.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. You may revoke your proxy in any one of three ways:

•	You may submit another properly completed proxy card with a later date.

•	You may send a written notice indicating that you are revoking your proxy to the Secretary of the Company at 2648 International Blvd., Ste 115, Oakland, CA 94601.

•

You may virtually attend the Annual Meeting and vote electronically by going to www.virtualshareholdermeeting.com/LOGC2025 and using your unique control number that was included in the proxy materials that you received in the mail. Simply attending the meeting will not, by itself, revoke your proxy.

Who will solicit proxies on behalf of our Board of Directors?

Proxies may be solicited on behalf of our Board of Directors, without any additional compensation, by our directors and employees.

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The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, and personal solicitation by our directors and officers (who will receive no additional compensation for such solicitation activities). You may also be solicited by advertisements in periodicals, press releases issued by us, and postings on our corporate website at www.ir.contextlogicinc.com. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement.

How are votes counted?

Votes will be counted by the Inspector of Elections appointed for the meeting, who will separately count “For” and “Against” votes, votes “Withheld,” abstentions, and broker non-votes. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum.

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. See below for more information regarding: “What are “broker non-votes”?” and “Which proposals are considered “routine” or “non-routine”?”

What are “broker non-votes”?

Under the Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What proposals are considered “routine” or “non-routine”?

Under current NYSE rules, even though we are a Nasdaq-listed company, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, election of directors (even if not contested), executive compensation (including any advisory shareholder vote on executive compensation) and certain corporate governance proposals, even if these proposals are supported by management. Any election of a member of the Board of Directors, whether contested or uncontested, is considered “non-routine,” and therefore, brokers do not have discretion to vote your shares held in street name for the Election Proposal in the absence of instructions from you. We also believe that the Reorganization Proposal, Compensation Proposal and the Adjournment Proposal are each “non-routine” and therefore, if your shares are held through a broker, nominee, fiduciary, or other custodian, your broker does not have discretion to vote the shares with respect to those proposals and your shares will not be voted on those proposals unless you provide voting instructions to your broker.

Any abstentions will have the effect of votes “AGAINST” the Reorganization Proposal. The failure to vote will have the same effect as a vote “AGAINST” the Reorganization Proposal. Broker non-votes, if any, would have the same effect as a vote “AGAINST” the Reorganization Proposal.

We believe the Ratification Proposal is a “routine” proposal and thus your broker has discretion to vote the shares with respect to that proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum exists if stockholders holding at least 1/3 of the voting power of the shares of common stock issued and outstanding and entitled to vote at the meeting are present at the Annual Meeting in person or represented by proxy.

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Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions will be counted towards the quorum requirement.

How will my shares be voted if I mark “Abstain” on my proxy card?

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy card will not be voted at the Annual Meeting for the proposals so marked.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the proxy materials and annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

ContextLogic Inc.

2648 International Blvd., Ste 115

Oakland, CA 94601

Attention: Corporate Counsel and Secretary

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the SEC within four business days after the end of the Annual Meeting.

When are stockholder proposals due for next year’s Annual Meeting?

If you wish to submit a proposal to be considered for inclusion in next year’s proxy materials, your proposal must follow the guidelines outlined in SEC Regulation 14A, Rule 14a-8 and received by the Secretary of the Company on or before January 31, 2025. If you wish to submit a proposal to be presented at the 2026 Annual Meeting of Stockholders, but which will not be included in the Company’s proxy materials, including to nominate a director, your Solicitation Notice, as defined in our Bylaws, must be received by the Secretary of the Company at ContextLogic Inc., 2648 International Blvd., Ste 115, Oakland, CA 94601, Attention: Corporate Counsel and Secretary, no earlier than March 12, 2026, and no later than April 11, 2026, provided, however, that if the 2026 Annual Meeting of Stockholders is held before June 10, 2026 or after September 18, 2026, then your proposal must be received no earlier than the close of business on the 120^th day prior to such meeting and not later than the close of business on the later of the 90^th day prior to such meeting or the 10^th day following the day on which notice or public announcement of the date of such meeting is first made. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 11, 2026.

THE REORGANIZATION

Why is ContextLogic proposing the Reorganization?

The Reorganization is being proposed with the intention to help ContextLogic preserve the long-term value of its NOLs, which can be used to reduce our future income tax liability. If an ownership change for tax purposes were to occur, significant limitations would be imposed on our use of the NOLs. In the Reorganization, restrictions on certain transfers of Holdings stock would be put in place that would reduce the likelihood of the occurrence of an ownership change for tax purposes. This will, in turn, reduce the risk that our NOLs will be impaired.

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What vote is required to approve the Reorganization?

Under Delaware law, our restated certificate of incorporation and our amended and restated bylaws, the affirmative vote of the holders of a majority of our outstanding shares of common stock is required to approve the Reorganization.

What will I receive in the Reorganization for my shares of common stock?

You will receive one share of common stock of Holdings in exchange for each respective share of ContextLogic common stock that you hold at the time of the Reorganization and each share of common stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings 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 Holdings’ stock.

Will ContextLogic equity and other long-term incentive awards be affected by the Reorganization?

Each option to purchase shares of ContextLogic common stock, whether vested or unvested, will be assumed by Holdings and remain subject to the same terms and conditions as were applicable to such option, but be converted into an option to purchase a number of shares of Holdings common stock equal to the number of shares of ContextLogic common stock immediately prior to the Reorganization, with a per share exercise price equal to the per share exercise price applicable to such option immediately prior to Reorganization. For example, if you currently hold options to purchase 10,000 shares of common stock of ContextLogic at a price of $1.00 per share, as a result of the Reorganization your options will be exercisable for 10,000 shares of Holdings common stock at a price of $1.00 per share.

Each ContextLogic restricted stock unit award will be assumed by Holdings and remain subject to the same terms and conditions as well applicable to such ContextLogic restrict unit award prior to the Reorganization, but will be converted into an award with respect to a number of shares of Holdings common stock equal to the number of shares of ContextLogic common stock immediately prior to reorganization. For example, if you currently hold restricted stock units to settled with 10,000 shares of common stock of ContextLogic, as a result of the Reorganization your restricted stock units will be converted into an award to be settled with 10,000 shares of Holdings common stock.

After the Reorganization, will Holdings have the same directors and executive officers as ContextLogic?

Yes. The directors and executive officers of Holdings immediately after the Reorganization will be the same as ContextLogic’s directors and executive officers immediately prior to the Reorganization.

What will be the business of Holdings after the Reorganization?

The sole activity of Holdings immediately after the Reorganization will be to hold 100% of the equity of ContextLogic. The consolidated assets, liabilities and stockholders’ equity of Holdings immediately following the Reorganization will be the same as the consolidated assets, liabilities and stockholders’ equity of ContextLogic immediately prior to the Reorganization. Overall, the consolidated company’s business will remain the same immediately after the Reorganization. We intend to rename Holdings to “ContextLogic Holdings Inc.” following the Reorganization.

Additionally, Holdings will indirectly hold our interests in ContextLogic Holdings LLC, a Delaware limited liability company and subsidiary of the Company (“Holdings LLC”). Holdings LLC issued and sold 75,000 class A convertible preferred units to an affiliate of BC Partners (the “Investor”) for an aggregate purchase price of $75,000,000 and 26,322,115.38 million class B common units to the Company, pursuant to the initial closing of an investment transaction on March 6, 2025.

What will the name of the public company be following the Reorganization?

The name of the public company following the Reorganization is intended to be “ContextLogic Holdings Inc.”.

Will I have appraisal rights in connection with the Reorganization?

No. With respect to your shares of common stock, you are not entitled to appraisal rights under Delaware law.

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What will happen to my shares of common stock after the Reorganization?

If the Reorganization is approved, we will send you a letter of transmittal that will explain how to obtain shares of Holdings common stock in exchange for your shares of ContextLogic common stock. Exchange of any book-entry shares will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entries.

In addition, there are no shares of ContextLogic Series A Preferred Stock outstanding and under the Reorganization Agreement, the Certificate of Designation of Series A Junior Participating Preferred Stock of ContextLogic (the “Certificate of Designation”) will be eliminated. As a result, Holdings will not have Series A Junior Participating Preferred Stock on completion of the Reorganization.

What if I fail to exchange my ContextLogic stock for stock of Holdings?

If you fail to surrender your certificates representing ContextLogic stock, you will not receive certificates representing stock of Holdings. In that case, you will not be entitled to any distributions made with respect to stock of Holdings and you will not be able to transfer certificated shares of Holdings stock until the certificates representing your ContextLogic stock are surrendered.

Exchange of any book-entry shares will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entries and you will not be required to take any action to effect such exchange.

Will the common stock of Holdings be publicly traded?

Yes. After the Reorganization, we expect that the common stock of Holdings will be listed for trading on the Nasdaq Global Select Market under the symbol “LOGC,” the same ticker symbol currently used by the Company. We will not complete the Reorganization unless and until the Holdings common stock is approved for listing on the Nasdaq Global Select Market or unless and until such condition is waived. See “Risk Factors— We may be unsuccessful in maintaining our listing on The Nasdaq Global Select Market.”

Will my ownership position in ContextLogic be diluted in the Reorganization?

No. You will own indirectly the same portion of ContextLogic after the Reorganization that you own directly now.

When is the Reorganization expected to be completed?

If we receive the requisite stockholder approval at the annual meeting, we currently expect to complete the Reorganization promptly thereafter. However, we cannot assure completion of the Reorganization by any particular date, if at all.

What if the Reorganization is not approved by the stockholders?

There will be no effect on your shares of ContextLogic stock, but we will not have the ability to prohibit transfers that could lead to or cause an ownership change aside from your rights, if any, under the Tax Benefits Preservation Plan entered into by the Company and Equiniti Trust Company, LLC as Rights Agent, dated as of February 10, 2024 (the “Tax Benefits Preservation Plan”).

The rights under the Tax Benefits Preservation Plan will expire on the earliest to occur of: (a) the close of business on February 10, 2027; (b) the time at which the Rights are redeemed or exchanged by the Company; (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Company’s Board of Directors before any person or group becomes an acquiring person (as defined in the Tax Benefits Preservation Plan); and (d) the time at which the Company’s Board of Directors determines that the NOLs and certain other tax attributes are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs and other tax attributes or materially impair the amount of NOLs and other tax attributes that could be used by the Company in any particular time period, for applicable tax purposes.

An ownership change could severely limit our ability to use our NOLs.

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What are the U.S. federal income tax consequences of the Reorganization on the stockholders of ContextLogic?

The exchange of your shares of ContextLogic stock for Holdings stock should be tax-free, in which case you should not recognize any gain or loss upon your receipt of Holdings stock in exchange for ContextLogic stock in the Reorganization. Based on this treatment, the basis and the holding period that you such had in your ContextLogic stock should carry over to your Holdings stock. You should consult your own tax advisors concerning the specific tax consequences of the Reorganization to you, including any foreign, state, or local tax consequences of the Reorganization. For further information, see “Proposal 1—Reorganization Proposal—Material Federal Income Tax Consequences.”

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THE TRANSFER RESTRICTIONS

What is the purpose of the transfer restrictions?

The purpose of the transfer restrictions is to help preserve the long-term value of our accumulated NOLs. The proposed transfer restrictions are designed to prohibit certain transfers of our common stock in excess of amounts that, because of provisions of the Code, could limit or impair our ability to use our NOLs to reduce our future income tax liability.

What transfers would be restricted by the proposed restrictions?

The transfer restrictions would restrict any person from buying or selling our stock (or any interest in our stock) if the transfer would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a “group” under the federal securities laws) owning 4.9% or more of our stock. The purpose of these restrictions is to limit direct or indirect transfers of stock of Holdings that would affect the percentage of stock that is treated as being owned by “5% shareholders” (within the meaning of Section 382 of the Code). Changes in ownership of our stock by such 5% shareholders can result in limitations on our ability to use our NOLs to reduce our future income tax liability.

Will the transfer restrictions apply to me if I own less than 4.9% of Holdings’ common stock?

Yes, but there will be no restrictions on the sale of common stock of Holdings by a stockholder who owns less than 4.9% of our stock to a purchaser who, after the sale, would also own less than 4.9% percent of our stock.

How long will the transfer restrictions remain in effect?

The transfer restrictions will remain in effect until the Board of Directors determines that an ownership change would not result in a substantial limitation on our ability to use our NOLs, that no significant value attributable to the NOLs would be preserved by continuing the transfer restrictions or that such restrictions are no longer in our best interests.

Will the transfer restrictions apply to me if I vote against the Reorganization?

Yes, if holders of a majority of the issued and issued and outstanding shares of ContextLogic common stock entitled to vote on the Reorganization Proposal approve the Reorganization and the Reorganization becomes effective, your shares of Holdings common stock will be subject to the transfer restrictions even if you vote against the Reorganization.

Can I sell my shares of common stock before the Annual Meeting without being subject to the transfer restrictions?

Yes. Transfers of our common stock prior to the completion of the Reorganization will not be subject to the transfer restrictions.

However, transfers of our stock are subject to the rights set forth in the Tax Benefits Preservation Plan, which was intended to preserve the Company’s NOLs and prevent an “ownership change” as defined in Section 382 of the Code by deterring any person or group, together with its affiliates and associates, from acquiring beneficial ownership of 4.9% or more of the Company’s outstanding stock.

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Will the Board of Directors be able to make exceptions for transfers that would otherwise be restricted?

Yes, the Board of Directors will have the discretion to approve transfers that would otherwise be restricted.

Are there risks that I should consider in deciding on how to vote on the Reorganization?

Yes, you should carefully read this proxy statement/prospectus, including the factors discussed in the section titled “Risk Factors” beginning on page 23.

What will happen to the Tax Benefits Preservation Plan previously entered into by the Company?

Given that the purpose of the transfer restrictions is to help preserve the long-term value of our accumulated NOLs and they are designed to prohibit certain transfers of our common stock in excess of amounts that, because of provisions of the Code, could limit or impair our ability to use our NOLs to reduce our future income tax liability, and given that the purpose of the Tax Benefits Preservation Plan was designed to preserve potentially valuable tax benefits to the Company as a result of the NOLs and to avoid an “ownership change” under the agreement, the consummation of the Reorganization and the provision of the transfer restrictions will result in the dissolution of the Tax Benefits Preservation Plan pursuant to the terms of the Reorganizaton Agreement, which is permissible under Section 11(o) of the Tax Benefits Preservation Plan as the transfer restrictions will not diminish substantially or otherwise eliminate the benefits intended to be afforded by the rights under the Tax Benefits Preservation Plan.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus regarding the Reorganization and may not contain all of the information that may be important to you in evaluating the proposed Reorganization. The information contained in this summary is qualified in its entirety by, and should be read in conjunction with, the detailed information appearing elsewhere in this proxy statement/prospectus and in the annexes. To understand fully the proposed Reorganization, we strongly encourage you to read this proxy statement/prospectus, the annexes and our most recent Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto. We have included page references in this summary to direct you to a more complete discussion in this proxy statement/prospectus.

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ContextLogic (see page 31)

Prior to the Asset Sale (as defined below), ContextLogic owned a global e-commerce platform known as “Wish” that connected millions of value-conscious consumers to hundreds of thousands of merchants globally. Wish combined technology and data science capabilities and an innovative discovery-based mobile shopping experience to create a highly-visual, entertaining, personalized, and discovery-based shopping experience for its users. Wish users engaged with the app in a similar manner to how they engage with social media, which is scrolling through visually-rich and interactive content. Wish provided its merchants with immediate access to its global base of monthly active users and a comprehensive suite of merchant services, including demand generation and engagement, data intelligence, promotional and logistics capabilities, integration partnerships, as well as business operations support, all in a cost-efficient manner. The scale of Wish’s user base and active global merchants means it accumulated significant data across user and merchant activities, which strengthened its data advantage, and created an even better experience for everyone on the platform, which in turn could attract more users and merchants. This flywheel effect had driven tremendous value to both users and merchants and has made Wish one of the largest e-commerce marketplaces in the world.

On February 10, 2024, we entered into the Asset Purchase Agreement with Qoo10 Delaware, and, for certain specified purposes, Qoo10, pursuant to which (i) we agreed to sell substantially all of our assets to Qoo10 Delaware or an affiliate designated by Qoo10 Delaware (such designated affiliate, the “Buyer”), other than (A) our NOLs and certain other tax attributes, (B) our marketable securities and (C) our cash and cash equivalents, and (ii) Qoo10 agreed to acquire those assets and assume substantially all of our liabilities as specified in the Asset Purchase Agreement (the “Asset Sale”).

Following the completion of the Asset Sale, we have exited the operation of our marketplace and logistics business and other historical operations. However, we do not currently intend to liquidate. We are actively developing processes and procedures for evaluating strategic alternatives for the use of our Post-Closing Cash and reviewing, identifying and executing those strategic opportunities for the benefit of ContextLogic and its stockholders. Those alternatives are currently expected to include using the Post-Closing Cash to fund, at least in part, the acquisition of assets or a business.

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Since the consummation of the Asset Sale as we pursue strategic opportunities, our primary source of income is interest earned on our marketable securities and cash and cash equivalents. Although our Board of Directors is evaluating various strategic alternatives regarding the use of the proceeds from the Asset Sale with a goal to maximize stockholder value, we have not yet identified any particular acquisitions or investments or committed to making any such decision by a particular date. We can provide no assurance that our Board of Directors and management will be able to attract the businesses we identify as viable for our objectives, due to competitive forces in the marketplace beyond our control, or consummate strategic transactions, including the acquisition of assets or a business, on terms and conditions that we believe will be in the best interests of ContextLogic and its stockholders. The Company is not registered under the Investment Company Act of 1940, as amended (“ICA”), and is not required to register as an investment company under the ICA. See “The Companies—ContextLogic Inc.” for additional information regarding ContextLogic.

Additionally, Holdings will indirectly hold our interests in Holdings LLC. Holdings LLC issued and sold 75,000 class A convertible preferred units of Holdings LLC to an affiliate of BC Partners for an aggregate purchase price of $75,000,000 and 26,322,115.38 million class B common units to the Company, pursuant to the initial closing of an investment transaction on March 6, 2025.

ContextLogic’s principal executive offices are located at 2648 International Blvd., Suite 115, Oakland, California, 94601. Our telephone number is (415) 965-8476. Our website address is https://ir.contextlogicinc.com. Information on ContextLogic’s website is not incorporated by reference into or otherwise part of the proxy statement/prospectus. ContextLogic’s common stock is listed on the Nasdaq Global Select Market under the symbol “LOGC.” Additional information about ContextLogic is included in documents incorporated by reference in the proxy statement/prospectus. Please see “Where You Can Find Additional Information.”

Easter Parent, Inc. (see page 32)

Easter Parent, Inc. is a Delaware corporation and wholly owned subsidiary of ContextLogic. Holdings was recently formed for the purpose of effecting the Reorganization. If the Reorganization is approved and consummated, ContextLogic would become a wholly owned subsidiary of Holdings after the Reorganization. We intend to rename Easter Parent, Inc. to “ContextLogic Holdings Inc.” following the Reorganization.

Easter Merger Sub, Inc. (see page 32)

Easter Merger Sub, Inc. is a Delaware corporation and a wholly owned subsidiary of Holdings. Merger Sub was recently formed for the purpose of effecting the Reorganization and will cease to exist if the Reorganization is approved and consummated. Reasons for the Reorganization (see page 32) The Reorganization is intended to help ContextLogic preserve the long-term value of its NOLs, which can be used to reduce our future income tax liability. Under current tax laws, an

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ownership change could severely limit ContextLogic’s ability to use these tax benefits. As a result of the Reorganization, shares of stock of Holdings (ContextLogic’s new parent) would be subject to transfer restrictions intended to decrease the risk that an ownership change would occur. The transfer restrictions that will be imposed by the Reorganization will be an effective way to preserve this important resource.

Summary of Reorganization

(see pages 32-35)

At the time of the Reorganization,

•	each share of ContextLogic common stock issued and outstanding immediately prior to the merger will be converted upon the effectiveness of the merger into the right to receive one share of common stock of Holdings;

•	following the consummation of the merger, there will not be any shares of Holdings preferred stock outstanding;

•	each option to purchase a share of common stock of ContextLogic outstanding immediately prior to the consummation of the merger will be assumed by Holdings upon the consummation of the merger and will automatically become exercisable for a share of common stock of Holdings;

•

each restricted stock unit to be settled in shares of ContextLogic common stock outstanding immediately prior to the merger will be assumed by Holdings upon the consummation of the merger and will remain subject to the same terms and conditions as were applicable to such restricted stock unit award, but will be converted into an award with respect to the same number of shares of Holdings common stock;

•	each share of common stock of Merger Sub held by Holdings immediately prior to the merger will be automatically converted upon the consummation of the merger into one share of common stock of ContextLogic;

•	each share of common stock of Holdings held by ContextLogic immediately prior to the merger will be surrendered to Holdings for cancellation and will be cancelled simultaneously with the effectiveness of the merger; and

•	upon the consummation of the merger, Holdings will assume and continue the Company’s obligations under the 2010 Equity Incentive Plan and continue the Company’s 2020 Equity Incentive Plan and the 2022 Inducement Plan, as amended.

The rights and powers of the common stock of Holdings, as in effect immediately after the Reorganization, will be substantially equivalent in all material respects to the rights and powers of the common stock of ContextLogic as in effect immediately prior to the Reorganization, except that the common stock of Holdings will be subject to the transfer restrictions. Please see “Proposal 1—Reorganization Proposal—Effects of the Reorganization on Stockholders” for a

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discussion of the transfer restrictions and please see “Proposal 1—Reorganization Proposal—Material Federal Income Tax Consequences,” beginning on page 31 for a discussion of the tax effects of the Reorganization.

Completion of the Reorganizaton will result in the dissolution of the Tax Benefits Preservation Plan pursuant to the terms of the Reorganizaton Agreement, which is permissible under Section 11(o) of the Tax Benefits Preservation Plan as the transfer restrictions will not diminish substantially or otherwise eliminate the benefits intended to be afforded by the rights under the Tax Benefits Preservation Plan.

After the merger, ContextLogic will be converted into a Delaware limited liability company and continue as a wholly owned subsidiary of Holdings.

Completion of the Reorganization may be deferred by the Company’s Board of Directors or an authorized officer following the Annual Meeting if the Board of Directors or an authorized officer determines that deferral would be in the best interests of the Company and its stockholders.

The Reorganization Agreement, attached as Annex A, and incorporated herein by reference, may be terminated and the Reorganization abandoned prior to the filing of the certificate of merger, whether before or after approval by ContextLogic stockholders, if the Board of Directors determines that the Reorganization for any reason would not be in the best interests of ContextLogic and its stockholders.

If the Reorganization is implemented, the number of authorized shares of common stock of Holdings will be:

3,000,000,000 shares of common stock, par value $0.0001 per share of which 26,682,233 shares will be issued and outstanding on the effective date of the Reorganization; and

100,000,000 shares of preferred stock, $0.0001 par value per share of which no shares will be issued and outstanding on the effective date of the Reorganization.

Board of Directors and Management of Holdings (see pages 36 and 37)

Immediately after the Reorganization, the executive officers of Holdings will be the same persons who serve as executive officers of ContextLogic immediately prior to the Reorganization and the directors of Holdings will be the directors who are in office immediately prior to the Reorganization. There will be no change in the compensation or benefits of the directors or executive officers of ContextLogic as a result of the Reorganization. They will continue to receive the same aggregate compensation and benefits as they presently receive from ContextLogic (unless and until such compensation and benefits are changed at some future time by the board of directors of Holdings).

Listing of Holdings’ common stock

(see page 34)

After the Reorganization, we expect that the common stock of Holdings will be listed for trading on the Nasdaq Global Select Market under the symbol “LOGC,” the same ticker symbol

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currently used by the Company. We will not complete the Reorganization unless and until the Holdings common stock is approved for listing on the Nasdaq Global Select Market or unless this condition is waived by ContextLogic.

Conditions to the Reorganization

(see page 37)

The Reorganization is subject to the satisfaction or waiver of the following conditions:

•	receipt by ContextLogic of any consents, approvals or authorizations that ContextLogic deems necessary or appropriate;

•	adoption of the Reorganization Agreement by the sole stockholder of Merger Sub;

•	approval of the Reorganization by holders of a majority of the issued and outstanding common stock of ContextLogic as of May 19, 2025;

•	approval for listing by the Nasdaq Global Select Market of Holdings’ common stock to be issued in the Reorganization; and

•	termination of the Tax Benefits Preservation Plan.

Effective Time of the Reorganization

(see page 37)

The Reorganization will become effective immediately upon the filing of a certificate of merger with the Secretary of State of Delaware (or at such later time that may be specified in the certificate of merger), which the Company expects to occur promptly following approval of the Reorganization at the Annual Meeting.

Transfer Restrictions (see pages 42-44)

Subject to certain exceptions described elsewhere in this proxy statement/prospectus, the transfer restrictions will prohibit, without prior approval of Holdings’ Board of Directors, the direct or indirect sale, transfer, or disposition of any stock (as defined by Section 382 of the Code) of Holdings 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 Holdings’ stock.

Tax Consequences (see pages 38-40)

The Reorganization should be a tax-free “reorganization”. You should not recognize any gain or loss for federal income tax purposes upon your receipt of Holdings stock in exchange for your shares of Company stock in the Reorganization. You should consult your own tax advisors concerning the specific tax consequences of the Reorganization to you, including any foreign, state, or local tax consequences of the Reorganization. For further information, see “Proposal 1—Reorganization Proposal—Material Federal Income Tax Consequences” beginning on page 31 of this proxy statement/prospectus.

You should, however, consult your own tax adviser to determine the specific tax consequences of the Reorganization to you.

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consolidated financial statements of Holdings immediately following the Reorganization will be the same as the consolidated financial statements of ContextLogic immediately prior to the Reorganization. The Reorganization will have no effect on ContextLogic’s historical consolidated financial statements.

Exchange of Stock Certificates

(see page 38)

Holders of certificated securities will be asked to surrender to the Company’s transfer agent certificates representing those securities, in exchange for certificates representing the applicable securities of Holdings in accordance with the procedures set forth in a letter of transmittal that will, as soon as practicable after the Reorganization, be mailed by the Company’s transfer agent to the record holders of the certificates representing those securities. Upon proper surrender to the Company’s transfer agent of a certificate representing common stock for exchange and cancellation, together with a properly completed letter of transmittal, the holder of that certificate will be entitled to receive in exchange therefor a certificate representing the equivalent securities, in the case of common stock. Exchange of any book-entry securities will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entry.

Book-Entry and Uncertificated Shares

(see page 38)

Exchange of any book-entry securities will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entry and you will not be required to take any action to effect such exchange.

Interests of Directors and Executive Officers and Significant Stockholders (see page 40)

Certain of the Company’s executive officers and directors own common stock, and/or options to purchase shares of common stock and/or restricted stock units to be settled in shares of common stock and, to that extent, their interest in the Reorganization is the same as that of the other holders of the common stock.

Risk Factors (see page 23)

There are risks and uncertainties related to the occurrence or non-occurrence of the Reorganization that you should carefully consider in deciding how to vote on the Reorganization. If any of these risks occur, the Company’s business and the value of the common stock could be materially adversely affected.

Other Effects of the Reorganization

(see page 37)

Holdings’ consolidated financial condition after the Reorganization would be the same as that of ContextLogic before the Reorganization. Therefore, the financial data for Company, presented on a pro forma basis to give effect to the proposed Reorganization, would look the same at ContextLogic’s current financial condition.

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LLC to the Investor for an aggregate purchase price of $75,000,000 and 26,322,115.38 million class B common units to the Company, will remain a subsidiary of the Company following consummation of the Reorganization.

Appraisal Rights (see page 38)

No holder of common stock will have appraisal rights in connection with the Reorganization because ContextLogic’s common stock is listed on the Nasdaq Global Select Market and the common stock of Holdings will be listed on the Nasdaq Global Select Market on the effective date of the Reorganization.

Expenses (see page 40)

All expenses related to the Reorganization will be paid by the Company, whether or not the Reorganization is approved.

Vote Required for the Reorganization (see page 44)

The affirmative vote of the holders of a majority of our outstanding shares of ContextLogic common stock is required to approve the Reorganization.

Board Recommendation for the Reorganization (see page 44)

The Board of Directors of ContextLogic recommends you vote “FOR” the Reorganization.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, including, among others, the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” in considering whether to vote in favor of the Reorganization Proposal, you should consider all of the information we have included in this proxy statement/prospectus, including its Annexes, and all of the information included in the documents we have incorporated by reference, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K., and the risk factors described in the documents incorporated by reference. In addition, you should pay particular attention to the risks described below.

Risks Related to the Company

We may be unsuccessful maintaining our listing on The Nasdaq Global Select Market.

On March 25, 2025, ContextLogic Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff believes the Company is a “public shell,” as that term is defined by Nasdaq under Nasdaq Listing Rule 5101, and therefore subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company disagrees with the Staff’s conclusion and plans to timely request a hearing before the Panel, which request will stay any further action by Nasdaq at least pending the hearing and the issuance of the Panel’s formal decision thereafter.

At the hearing, the Company plans to present a comprehensive overview of its business and, more specifically, the Company’s efforts to maximize the value of its assets, including opportunities to invest in or acquire one or more operating businesses that provide opportunities for appreciation in value, and to request the continued listing of its securities on Nasdaq. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing on Nasdaq.

In the event that we are unsuccessful in our appeal to maintain our listing on Nasdaq, our common stock may be delisted. Any delisting of our common stock from Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of our outstanding shares of ContextLogic common stock, reduce our flexibility to raise additional capital, reduce the price at which our ContextLogic common stock trades and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our ContextLogic common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our securities at all. For these reasons and others, delisting could adversely affect the price of our ContextLogic common stock and our business, financial condition and results of operations.

In the event that ContextLogic’s common stock is delisted from Nasdaq, it is unlikely that Holdings will be able to list its shares on The Nasdaq Global Select Market. If this occurs, we plan to waive the condition that Holdings list its shares on The Nasdaq Global Select Market and apply to admit Holdings to a tier of the Over the Counter Markets (the “OTC Markets”), whereby the shares of Holdings common stock will be listed or admitted on such tier of the OTC Markets.

In addition to the risk factors above, you should carefully consider the risk factors described below that specifically relate to the Reorganization. If any of the risk factors described herein actually occur, Holdings’ (or, if the Reorganization does not occur, ContextLogic’s) business and the value of its common stock could be materially adversely affected.

Risks Related to the Reorganization and Transfer Restrictions

We may not obtain the expected benefits of the Reorganization.

We believe our reorganization into a holding company structure will provide us with benefits in the future, as described under “Proposal 1—The Reorganization Proposal—Reasons for the Reorganization” at page 31. These expected benefits may not be obtained if Holdings fails to complete acquisitions or if market conditions or other

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circumstances prevent us from taking advantage of the strategic, business and financing flexibility that it affords us. In addition, the holding company structure may not keep the assets and liabilities of the Company and any new businesses we acquire legally separate. As a result, we may incur the costs of implementing the Reorganization Proposal without realizing the possible benefits. These costs include the increased administrative costs and expenses associated with keeping separate records, and in some cases making separate regulatory filings for Holdings and the Company.

The Reorganization is subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all. If we fail to complete the Reorganization, we cannot obtain the expected benefits of the Reorganization and we may suffer administrative losses based on our efforts to seek the Reorganization.

The Reorganization Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law, waived by the parties) in order to complete the Reorganization. These conditions include, among other customary conditions, the approval of ContextLogic stockholders of the Reorganization, listing of the common stock on Nasdaq obtaining required consents, approvals, or authorizations, if any, and termination of the Tax Benefits Preservation Plan. Several of these conditions, such as obtaining ContextLogic stockholder approval and the Nasdaq listing, are partially or largely outside of the control and timing of Holdings and ContextLogic and may be driven by factors unrelated to the Reorganization or the parties thereto, including administrative backlog. Please see “Proposal 1—Reorganization Proposal—Conditions to the Reorganization,” at page 31, for a more detailed discussion. We cannot predict whether and when these other conditions will be satisfied. Any failure to complete or delay in completing the Reorganization could cost the Company additional time, effort and attention, as well as cause us not to realize some or all of the expected benefits that we expect as a result of completing the Reorganization successfully within its expected time frame.

Nasdaq may not list the common stock of Holdings on its exchange, which could prevent consummation of the Reorganization.

It is a closing condition to the Reorganization that the common stock of Holdings be approved for listing on Nasdaq, subject only to official notice of issuance. If the Reorganization is successfully completed, we expect that the common stock of Holdings will be listed for trading on The Nasdaq Global Select Market under the symbol “LOGC,” the same ticker symbol currently used by the Company. However, there can be no assurance that Holdings will be able to meet Nasdaq’s initial listing requirements or that it will otherwise be approved for listing. If Holdings fails to satisfy the initial listing requirements, neither ContextLogic nor Holdings would be required to consummate the Reorganization.

In the event that ContextLogic common stock is delisted from Nasdaq, it is unlikely that Holdings will be able to list its shares on Nasdaq. If this occurs, we plan to waive the condition that Holdings list its shares on Nasdaq and apply to admit Holdings to a tier of the OTC Markets whereby the shares of Holdings common stock will be admitted to trade on such tier of the OTC Markets.

Additionally, if the common stock of Holdings is not approved for listing on Nasdaq and is not admitted to trade on the OTC Markets, but the parties nevertheless waive the closing condition, ContextLogic stockholders would receive shares of common stock that do not trade on an exchange or on the OTC Markets. If the common stock of Holdings is not listed on a national securities exchange at the time of the merger, the Reorganization would give rise to appraisal rights under Delaware law. As a result, ContextLogic would seek an additional vote on the Reorganization before proceeding with the merger. Finally, even if the common stock of Holdings is listed on Nasdaq, the public market for its common stock may not be liquid or Holdings may be unable to maintain the listing on Nasdaq in the future.

The imposition of transfer restrictions may cause the market price of Holdings’ common stock to decline.

If the Reorganization is approved and completed and you own common stock of ContextLogic, you will receive shares of common stock of Holdings as the parent company of ContextLogic after the Reorganization. These shares will be subject to the transfer restrictions described in this proxy statement/prospectus. These transfer restrictions currently do not apply to ContextLogic common stock. It is possible that the transfer restrictions will have an adverse effect on the liquidity and market price of Holdings common stock. Because of the implementation of the transfer restrictions, we cannot assure you that the market price of the shares of Holdings common stock will be comparable to the market price of ContextLogic’s common stock. If the transfer

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restrictions are approved, they will remain in effect until our stockholders vote to terminate such restrictions or the Board of Directors determines that an ownership change would not result in a substantial limitation on our ability to use our NOLs, that no significant value attributable to the NOLs would be preserved by continuing the transfer restrictions or that such restrictions are no longer in our best interests.

If the Reorganization does not qualify as a nontaxable transaction in whole or in part, the ContextLogic common stock holders may be required to pay substantial U.S. federal income taxes as a result of the Reorganization.

As discussed in “Proposal 1 – Reorganization Proposal—Material Federal Income Tax Consequences,” U.S. holders of shares of ContextLogic common stock generally should not recognize taxable gain or loss, in whole or in part, as a result of the Reorganization.

However, neither ContextLogic nor Holdings has requested, or intends to request, a ruling from the Internal Revenue Service (the “IRS”), with respect to the tax consequences of the Reorganization, and there can be no assurance that the companies’ position or any opinion of tax counsel would be sustained if challenged by the IRS. Such an IRS challenge could be based upon judicial doctrines, including but not limited to substance over form principles. If an IRS challenge were successful, holders of stock with an unrealized gain in the shares would recognize gain in connection with the Reorganization. Accordingly, if there is a final determination that the Reorganization does not qualify as a nontaxable transaction and is taxable for U.S. federal income tax purposes, ContextLogic stockholders generally would recognize taxable gain or loss on their receipt of Holdings stock in connection with the Reorganization in an amount equal to the difference between such stockholder’s adjusted tax basis in their shares of ContextLogic stock and the fair market value of the Holdings stock. For a more complete discussion of the material U.S. federal income tax consequences of the Reorganization, see the section entitled “Proposal 1—Reorganization Proposal—Material Federal Income Tax Consequences” on page 31.

The transfer restrictions may impede or discourage efforts by a third party to acquire Holdings, even if doing so would benefit Holdings stockholders.

Although the transfer restrictions are designed as a protective measure to preserve the NOLs, the transfer restrictions may have the effect of impeding or discouraging a merger, tender offer or proxy contest, even if such a transaction may be favorable to the interests of some or all of the stockholders of Holdings This effect might prevent stockholders from realizing an opportunity to sell all or a portion of their shares of common stock of Holdings at a premium above market prices. In addition, the transfer restrictions may delay the assumption of control by a holder of a large block of the common stock of Holdings and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of the stockholders of Holdings.

The transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the NOLs could be severely limited.

The transfer restrictions could be challenged, and a court could refuse to enforce them. It also is possible that the IRS and other tax authorities could take the position that the transfer restrictions were not effective and did not protect the Company from an ownership change for tax purposes.

Risks Related to Holdings’ Future use of NOLs

Future legislation may result in Holdings being unable to realize the tax benefits of the NOLs.

It is possible that legislation or regulations will be adopted that would limit Holdings’ ability to use the tax benefits associated with the NOLs. We are not aware, however, of any proposed changes in the tax laws or regulations that would materially affect the ability of Holdings to use the NOLs.

Holdings may not be able to make use of the existing tax benefits of the NOLs because Holdings may not generate taxable income.

The use of the NOLs is subject to uncertainty because it is dependent upon the amount of taxable income and capital gains generated by Holdings and its consolidated subsidiaries. There can be no assurance that Holdings will have sufficient taxable income or capital gains in future years to use the NOLs.

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The IRS could challenge the amount of the NOLs or claim that the Company or Holdings experienced an ownership change, which could reduce the amount of NOLs that Holdings can use.

The amount of the NOLs has not been audited or otherwise validated by the IRS. The IRS could challenge the amount of the NOLs, which could result in an increase Holdings’ future income tax liability. In addition, calculating whether an ownership change has occurred is subject to uncertainty, both because of the complexity and ambiguity of Section 382 and because of limitations on a publicly traded company’s knowledge as to the ownership of, and transactions in, its securities. Therefore, we cannot assure you that a governmental authority will not claim that the Company or Holdings experienced an ownership change and attempt to reduce or eliminate the benefit of the NOLs even though the stock of Holdings is subject to the transfer restrictions.

The Company’s business could be adversely affected if the Reorganization is not approved.

While the Tax Benefits Preservation Plan is currently in effect, there are currently no restrictions in place that prohibit transfers of ContextLogic’s common stock that would jeopardize the NOLs. If the Reorganization is not approved, we will not have the ability to prohibit such transfers. As a result, an ownership change could occur. An ownership change could severely limit our ability to use the NOLs to reduce our future liability to pay federal income tax.

The foregoing description of the Reorganization is qualified by reference to the Reorganization Agreement filed as Annex A hereto, which is incorporated herein by reference.

Other Risk Factors of the Company

The Company is and will be subject to all the risks described above. In addition, the Company is and will continue to be subject to all the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and incorporated by reference into, this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find Additional Information” beginning on page 64.

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

ContextLogic is providing the proxy statement/prospectus to its stockholders as of the record date in connection with the solicitation of proxies to be voted at the annual meeting (or any adjournment or postponement of the annual meeting).

General

Together with the proxy statement/prospectus, ContextLogic is also sending stockholders a notice of the annual meeting and a form of proxy card that is solicited by its Board of Directors for use at the annual meeting to be held on Thursday, July 10, 2025 at 10:00 a.m., Pacific Daylight Time, at www.virtualshareholdermeeting.com/LOGC2025 (the “Annual Meeting”), and any adjournments or postponements of the annual meeting.

Stockholders Entitled to Vote

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 26,682,233 shares of ContextLogic common stock outstanding. Each holder of our ContextLogic common stock has the right to one vote for each share of common stock held as of the record date.

Registered Stockholders.

If shares of ContextLogic common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote electronically at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders.

If shares of ContextLogic common stock are held on your behalf in a brokerage account or by a bank or other nominee, then you are considered to be the beneficial owner of shares that are held in “street name” or a street name stockholder and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not virtually attend the Annual Meeting and vote electronically at the Annual Meeting unless you follow your broker’s procedures for voting. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

The Proposals and Required Vote

At the annual meeting, ContextLogic stockholders will be asked to consider and vote on the following proposals:

•

Proposal No. 1 (Reorganization Proposal): The proposal to adopt the Reorganization Agreement and the transactions contemplated thereunder. To be approved, the Reorganization Proposal must receive the affirmative vote of a majority of the issued and outstanding shares of ContextLogic common stock entitled to vote. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum, and will have the same effect as “AGAINST” the Reorganization Proposal.

•

Proposal No. 2 (Election Proposal): The proposal to elect our Class III directors to serve until the 2028 Annual Meeting of Stockholders, who include Ted Goldthorpe and Jennifer Chou. Directors are elected by a plurality of the votes cast with respect to such director. This means that, with respect to the Election Proposal, nominees receiving the most “For” votes will be elected. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote.

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Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not considered votes cast on this proposal and will not have any effect on the election of directors, and therefore, have no effect on the outcome of the vote.

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Proposal No. 3 (Ratification Proposal): The proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. To be approved, the Ratification Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted as present for purposes of determining the presence of a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote.

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Proposal No. 4 (Compensation Proposal): The proposal to approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2024, as disclosed herein. To be approved, the Compensation Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote. However, the advisory approval of our named executive officer compensation for the year ended December 31, 2024 is advisory and non-binding in nature and cannot overrule any decisions made by our Board of Directors.

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Proposal No. 5 (Adjournment Proposal): The proposal to approve the adjournment of the annual meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Reorganization Proposal. To be approved, the Adjournment Proposal must receive more “For” votes than “Against” votes. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes will be counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved, and therefore, have no effect on the outcome of the vote.

On all matters, each share of ContextLogic common stock held on the record date has one vote.

We believe the Ratification Proposal is a “routine” proposal and thus your broker has discretion to vote the shares with respect to that proposal.

The holders of a majority of the outstanding shares of ContextLogic common stock entitled to vote on the Reorganization Proposal must vote to approve the Reorganization Proposal at the annual meeting as a condition to the completion of the Reorganization. If ContextLogic stockholders fail to approve the Reorganization Proposal by the requisite vote, the Reorganization will not occur.

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Recommendation of the Company Board of Directors

ContextLogic’s Board of Directors unanimously (i) determined that the Reorganization Proposal and the Reorganization Agreement and the transactions contemplated thereby, including the Reorganization, as well as the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal, are fair to, advisable and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Reorganization Agreement, the Reorganization, the Reorganization Proposal, the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal and the other transactions contemplated thereby, (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Reorganization Agreement, that the Company’s stockholders vote to adopt the Reorganization Agreement; and (iv) determined to recommend, that the Company’s stockholders vote to approve the Election Proposal, the Ratification Proposal, the Compensation Proposal, and the Adjournment Proposal.

How Record Holders Vote

You can vote at the Annual Meeting in person or by proxy. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. You can always attend the Annual Meeting and revoke your proxy by voting in person.

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•	You may vote by mail by completing and mailing in the paper proxy card you received. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting.

•	If you wish to vote electronically at the meeting, go to www.virtualshareholdermeeting.com/LOGC2025 using your unique control number included in the proxy materials mailed to you.

By giving us your proxy, you are authorizing the individuals named on our proxy card, the proxies, to vote your shares in the manner you indicate. You may vote “FOR”, vote “AGAINST” or “ABSTAIN” from voting on (a) the Reorganization Proposal; (b) the Ratification Proposal; (c) the Compensation Proposal, and (d) the Adjournment Proposal. You may vote “FOR” or “WITHHOLD” for each director up for election in the Election Proposal.

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted FOR each of the below proposals:

•	The Reorganization Proposal;

•	The Election Proposal;

•	The Ratification Proposal;

•	The Compensation Proposal; and

•	The Adjournment Proposal.

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Revocation of Proxies

You can revoke your proxy at any time before the final vote at the meeting. You may revoke your proxy in any one of three ways:

•	You may submit another properly completed proxy card with a later date.

•	You may send a written notice indicating that you are revoking your proxy to the Secretary of the Company at 2648 International Blvd., Ste 115, Oakland, CA 94601.

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Quorum

Quorum and Adjournment.

A quorum of stockholders is necessary to hold a valid meeting. A quorum exists if stockholders holding at least 1/3 of the voting power of the shares of common stock entitled to vote at the meeting are present at the Annual Meeting in person or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

Abstentions are counted for the purpose of determining a quorum. If a quorum is not present or represented at the Annual Meeting, either the chairperson presiding at the Annual Meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or by proxy at the meeting, may adjourn the Annual Meeting, without notice other than announcement at the Annual Meeting, until a quorum shall be present or represented.

Expenses of Proxy Solicitation

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

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PROPOSAL 1—REORGANIZATION PROPOSAL

Explanatory Note Regarding the Reorganization Agreement

This section of this proxy statement/prospectus describes the material provisions of the reorganization agreement, but does not describe all of the terms of the agreement and plan of reorganization (the “Reorganization Agreement”) and may not contain all of the information about the Reorganization Agreement that is important to you. The following summary is qualified by reference to the complete text of the Reorganization Agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference in this proxy statement/prospectus. The rights and obligations of the Company are governed by the express terms and conditions of the Reorganization Agreement and not by this summary or any of the other information contained in this proxy statement/prospectus. You are urged to read the full text of the Reorganization Agreement because it is the legal document that governs the reorganization.

The Reorganization Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the respective agreement, the reorganization, the Company, and its respective affiliates and businesses, which is contained in, or incorporated by reference into, this proxy statement/prospectus (including the annexes hereto), as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments thereto, and other filings that the Company has made or will make with the SEC. See “Where You Can Find Additional Information” beginning on page 64.

The Principal Parties

ContextLogic

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evaluating various strategic alternatives regarding the use of the proceeds from the Asset Sale with a goal to maximize stockholder value, we have not yet identified any particular acquisitions or investments or committed to making any such decision by a particular date. We can provide no assurance that our Board of Directors and management will be able to attract the businesses we identify as viable for our objectives, due to competitive forces in the marketplace beyond our control, or consummate strategic transactions, including the acquisition of assets or a business, on terms and conditions that we believe will be in the best interests of ContextLogic and its stockholders. The Company is not registered under the Investment Company Act of 1940, as amended (“ICA”), and is not required to register as an investment company under the ICA.

Easter Parent, Inc.

Easter Parent, Inc. (“Holdings”) is a newly formed and wholly owned subsidiary of ContextLogic. Holdings was formed for the purpose of effecting the Reorganization. Holdings has no operating history and nominal assets, liabilities and capitalization. After the Reorganization, ContextLogic will be a wholly owned subsidiary of Holdings.

Easter Merger Sub, Inc.

Easter Merger Sub, Inc. (“Merger Sub”) is a newly formed and wholly owned subsidiary of Holdings. Merger Sub was formed for the purpose of effecting the Reorganization. Merger Sub has no operating history and nominal assets, liabilities and capitalization and will cease to exist after the Reorganization.

See the diagrams on page 35 for a depiction of the pre- and post-Reorganization relationship of these parties.

The principal place of business of each of ContextLogic, Holdings and Merger Sub is located at c/o: ContextLogic, 2648 International Blvd., Suite 115, Oakland, California, 94601 and its telephone number is (415) 965-8476.

Reasons for the Reorganization

The Reorganization is intended to help ContextLogic preserve the long-term value of its NOLs, which can be used to reduce our future income tax liability. Under current tax laws, an ownership change could severely limit ContextLogic’s ability to use these tax benefits. As a result of the Reorganization, shares of stock of Holdings (ContextLogic’s new parent) would be subject to transfer restrictions intended to decrease the risk that an ownership change would occur. The transfer restrictions that will be imposed by the Reorganization will be an effective way to preserve this important resource. Please see “—The Transfer Restrictions” below for a discussion on the Transfer Restrictions.

Reorganization Agreement

As depicted in the diagrams on page 35, pursuant to the terms of the Reorganization Agreement:

Reorganization

•	Merger Sub will be merged with and into ContextLogic. ContextLogic will survive and the separate existence of Merger Sub will cease;

•	ContextLogic will become a wholly owned subsidiary of Holdings;

•	ContextLogic, as the surviving corporation, shall succeed (to the extent permitted and/or provided by applicable law) to all of the rights, assets, liabilities and obligations of Merger Sub;

•	after the merger, ContextLogic will be converted into a Delaware limited liability company and continue as a wholly owned subsidiary of Holdings;

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the corporate existence of ContextLogic will continue unaffected and unimpaired by the Reorganization, except that, upon the consummation of the Reorganization, all of the outstanding shares of common stock of ContextLogic will be owned by Holdings and, after the merger, will be converted to limited liability company interests pursuant to ContextLogic’s conversion into a Delaware limited liability company;

•	Holdings LLC will remain a subsidiary of the Company following consummation of the Reorganization; and

•	Holdings will be renamed to “ContextLogic Holdings Inc.” following the Reorganization.

Conversion of Shares

•	each share of ContextLogic common stock issued and outstanding immediately prior to the merger will be converted upon the effectiveness of the merger into the right to receive one share of common stock of Holdings;

•	following the consummation of the merger, there will not be any shares of Holdings preferred stock outstanding;

•	each option to purchase a share of common stock of ContextLogic outstanding immediately prior to the consummation of the merger will be assumed by Holdings upon the consummation of the merger and will automatically become exercisable for a share of common stock of Holdings;

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•	each share of common stock of Merger Sub held by Holdings immediately prior to the merger will be automatically converted upon the consummation of the merger into one share of common stock of ContextLogic;

•	each share of common stock of Holdings held by ContextLogic immediately prior to the merger will be surrendered to Holdings for cancellation and will be cancelled simultaneously with the effectiveness of the merger; and

•	upon the consummation of the merger, Holdings will assume and continue the Company’s obligations under the 2010 Equity Incentive Plan and continue the Company’s 2020 Equity Incentive Plan and the 2022 Inducement Plan, as amended.

Certificate of Incorporation and Bylaws

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the restated certificate of incorporation of ContextLogic as in effect immediately prior to the merger will be amended and restated in connection with the Reorganization to read as set forth on Annex A to the Reorganization Agreement until the conversion of ContextLogic into a limited liability company. Upon the effectiveness of the conversion of ContextLogic into a limited liability company, the internal affairs of ContextLogic will be governed by its certificate of formation and limited liability company agreement as set forth below;

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the second amended and restated certificate of incorporation of Holdings, which form is attached hereto as Annex B, will be substantially similar to the current restated certificate of incorporation of ContextLogic, except that the second amended and restated certificate of incorporation of Holdings will include the transfer restrictions; and

•	the amended and restated bylaws of Holdings, which form is attached hereto as Annex C, will be substantially similar to the current bylaws of ContextLogic.

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the transfer restrictions. Please see “—Effects of the Reorganization on Stockholders” for a discussion of the transfer restrictions and please see “—Material Federal Income Tax Consequences,” beginning on page 38 for a discussion of the tax effects of the Reorganization.

After the merger and pursuant to the conversion of ContextLogic into a limited liability company, the certificate of incorporation and bylaws of ContextLogic will no longer be in effect, and ContextLogic will have a certificate of formation and a limited liability company agreement to reflect the fact that ContextLogic will be a wholly owned subsidiary of Holdings, will be a Delaware limited liability company, and will no longer be a publicly traded company.

Pursuant to the Reorganization Agreement, the Board of Directors may abandon the Reorganization, without any further action by stockholders, at any time prior to filing the certificate of merger with the Secretary of State of the State of Delaware, whether before or after adoption of the Reorganization Agreement by the stockholders, if the Board of Directors determines that the consummation of the Reorganization would not, for any reason, be advisable and in the best interests of the Company and its stockholders.

Listing of Holdings’ common stock

Approval for listing by the Nasdaq Global Select Market is a condition to closing the Reorganization, pursuant to the terms of the Reorganization Agreement. Therefore, we expect the common stock of Holdings to be approved for listing on the Nasdaq Global Select Market prior to the completion of the Reorganization unless this requirement is otherwise waived by ContextLogic. In that instance, where this requirement is waived, the Reorganization would give rise to appraisal rights under Delaware law. As a result, ContextLogic would seek an additional vote on the Reorganization before proceeding with the merger. After the Reorganization, we expect that the common stock of Holdings will be listed for trading on the Nasdaq Global Select Market under the symbol “LOGC,” the same ticker symbol currently used by the Company. We will not complete the Reorganization unless and until the Holdings common stock is approved for listing on the Nasdaq Global Select Market or this condition has been waived.

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Structure Charts

Depicted below are diagrams describing the Reorganization.

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Certificate of Incorporation and Bylaws

Pursuant to the Reorganization Agreement, amendments to the amended and restated certificate of incorporation and bylaws of Holdings are required in order to effectuate the aforementioned transfer restrictions and to preserve the Company’s NOLs.

The following is a summary of the material differences between Holdings’ second amended and restated certificate of incorporation and amended and restated bylaws to be in effect at the time of the Reorganization and prior to the issuance of shares thereunder, on the one hand, and ContextLogic’s restated certificate of incorporation and amended and restated bylaws in effect immediately before to the Reorganization, on the other. The full text of the forms of Holdings’ second amended and restated certificate of incorporation and amended and restated bylaws to be in effect at the time of and immediately after the Reorganization are attached as Annexes B and C, respectively, to this proxy statement/prospectus, and any discussion of Holdings’ second amended and restated certificate of incorporation and amended and restated bylaws contained in this proxy statement/prospectus, including the discussion below, is qualified in its entirety by reference to the complete text of each of them.

The second amended and restated certificate of incorporation of Holdings will be substantively identical to ContextLogic’s restated certificate of incorporation, as in effect immediately before the Reorganization with the following exceptions:

•	ContextLogic’s restated certificate of incorporation does not contain the transfer restrictions that are included in Article XIV of the second amended and restated certificate of incorporation of Holdings; and

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Article IV of ContextLogic’s restated certificate of incorporation provides for blank-check preferred stock, and its Certificate of Designation provides for ContextLogic Series A Preferred Stock of which there are no shares outstanding and Article IV of the second amended and restated certificate of incorporation of Holdings provides for blank-check preferred stock. Pursuant to the terms of the Reorganization Agreement, the Certificate of Designation and the ContextLogic Series A Preferred Stock will be eliminated.

The amended and restated bylaws of Holdings will be substantively identical to ContextLogic’s amended and restated bylaws as in effect immediately before the Reorganization.

Effects of the Reorganization on Stockholders

After the Reorganization, the shares of common stock and preferred stock of Holdings will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock and preferred stock of ContextLogic now authorized. There are no shares of preferred stock of ContextLogic currently outstanding. Each stockholder’s percentage ownership of Holdings’ stock will not be altered and each share of stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings 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 Holdings’ stock.

The common stock of Holdings issued pursuant to the Reorganization will be fully paid and non-assessable. The Reorganization is not intended as, and will not have the effect of, a “going-private transaction” covered by Rule 13e-3 under the Exchange Act. Following the Reorganization, Holdings will continue to be subject to the periodic reporting requirements of the Exchange Act.

Please see “—Material Federal Income Tax Consequences,” for a discussion of the tax effects of the Reorganization.

Board of Directors and Management

Immediately after the Reorganization, the Board of Directors of Holdings will consist of the same six individuals who comprise ContextLogic’s Board of Directors immediately before completion of the Reorganization, which directors will be elected at the Annual Meeting.

Immediately after the Reorganization, the Board of Directors of Holdings will have committees identical to the committees currently established by ContextLogic’s Board of Directors, which, after the Reorganization, will

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have the same members as the current comparable committees of the ContextLogic Board of Directors. Each committee of Holdings will have a charter that is identical to such committee’s charter prior to the Reorganization.

The individuals who are executive officers of ContextLogic immediately before the completion of the Reorganization will be the only executive officers of Holdings immediately following the Reorganization, holding corresponding offices.

Conditions to the Reorganization

The consummation of the Reorganization is subject to the satisfaction or waiver of the following conditions:

•	receipt by ContextLogic of any consents, approvals or authorizations that ContextLogic deems necessary or appropriate;

•	approval of the Reorganization by holders of a majority of the issued and outstanding common stock of ContextLogic as of May 19, 2025, voting together as a single class;

•	adoption of the Reorganization Agreement by the sole stockholder of Merger Sub;

•	approval for listing by the Nasdaq Global Select Market of Holdings’ common stock; and

•	termination of the Tax Benefits Preservation Plan.

If the stockholders of ContextLogic do not approve the Reorganization, ContextLogic will continue to operate without the transfer restrictions, and Holdings and Merger Sub will be dissolved.

Except for compliance with applicable Delaware law and United States securities and tax laws, no regulatory requirements must be complied with and no governmental approvals must be obtained in connection with the Reorganization.

Deferral and Abandonment

Completion of the Reorganization may be deferred by the Company’s Board of Directors or any authorized officer following the Annual Meeting if the Board of Directors or an authorized officer determines that deferral would be in the best interests of ContextLogic and its stockholders. The Reorganization Agreement may be terminated and the Reorganization abandoned prior to the filing of the certificate of merger with the Secretary of State of Delaware, whether before or after approval by the stockholders, if the Board of Directors determines that consummation of the Reorganization would not, for any reason, be in the best interests of ContextLogic and its stockholders.

Effective Time

The Reorganization will become effective immediately upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time that may be specified in the certificate of merger). We expect that the certificate of merger will be filed and the Reorganization will be effective promptly following approval by the stockholders at the Annual Meeting.

Other Effects of the Reorganization

Holdings’ consolidated financial condition after the Reorganization would be the same as that of ContextLogic before the Reorganization. Therefore, the financial data for the Company, presented on a pro forma basis to give effect to the proposed Reorganization, would look the same as ContextLogic’s current financial condition. For example, there is no expected change in (1) the historical and pro forma per share data, (2) the book value per share and (3) the income (loss) per share from continuing operations of the ContextLogic prior to the Reorganization and Holdings. As such, for clarity and conciseness, pro forma and comparative financial information is not included in this proxy statement/prospectus.

Additionally, Holdings LLC, which has an investment from the Investor, pursuant to the initial closing of an investment transaction on March 6, 2025 wherein Holdings LLC issued and sold 75,000 class A convertible preferred units of Holdings LLC to the Investor for an aggregate purchase price of $75,000,000 and 26,322,115.38 million class B common units to the Company, will remain a subsidiary of the Company following consummation of the Reorganization.

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Appraisal Rights

Exchange of Stock Certificates

Holders of certificated securities will be asked to surrender to the Company’s transfer agent certificates representing those securities, in exchange for certificates representing the applicable securities of Holdings in accordance with the procedures set forth in a letter of transmittal that will, as soon as practicable after the Reorganization, be mailed by the Company’s transfer agent to the record holders of the certificates representing those securities. Upon proper surrender to the Company’s transfer agent of a certificate representing common stock for exchange and cancellation, together with a properly completed letter of transmittal, the holder of that certificate will be entitled to receive in exchange therefor a certificate representing the equivalent securities of Holdings. Exchange of any book-entry securities will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entry.

Each certificate of Holdings’ stock issued in the Reorganization will bear a legend that indicates that subsequent transfers of Holdings’ stock will be subject to the transfer restrictions, including the requirements for the forced sale of such stock under certain circumstances as described under the heading “Transfer Restrictions—Summary of Transfer Restrictions.”

Restrictions on Dividends and Distributions for Certificated Shares of Stock

Stockholders who fail to exchange their common stock certificates by surrendering such certificates, together with a properly completed letter of transmittal, to the Company’s transfer agent will not receive stock certificates representing their Holdings shares. Any dividends declared or distributions made on shares of Holdings’ stock which such holders have a right to receive will be retained by Holdings until such holders surrender their certificates in exchange for Holdings’ certificates or until paid to a public official pursuant to applicable abandoned property, escheat or similar laws. In no event will the Company’s transfer agent, ContextLogic or Holdings be liable to any holder for dividends or distributions on shares of Holdings’ stock delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

After the effective time of the Reorganization, there shall be no transfers on the stock transfer books of ContextLogic of the securities that were issued and outstanding immediately prior to the effective time. If, after the effective time, certificates representing shares of ContextLogic’s common stock are presented for transfer, no transfer shall be effected on the stock transfer books of Holdings with respect to such ContextLogic shares and no certificate shall be issued representing the shares of Holdings’ common stock for which ContextLogic shares are exchanged unless and until the certificate representing such shares (if certificated) is delivered to the Company’s transfer agent together with a properly completed letter of transmittal (or such other documents as are satisfactory to Holdings and the Company’s transfer agent in their sole discretion). In addition, it will be a condition to the issuance of any certificate for any shares of Holdings’ common stock in a name other than the name in which the surrendered common stock certificate is registered that the person requesting the issuance of such certificate either pay to the Company’s transfer agent any transfer or other taxes required by reason of the issuance of a certificate of representing shares of Holdings’ common stock in a name other than the registered holder of the certificate surrendered or establish to the satisfaction of the Company’s transfer agent that such tax has been paid or is not applicable.

Book-Entry and Uncertificated Shares

Material Federal Income Tax Consequences

The legal conclusions identified in this section, “Material Federal Income Tax Consequences,” represent the opinion of our counsel, Schulte Roth & Zabel LLP. In this section, all references to “we,” “our,” and “us” refer to the Company and not to Schulte Roth & Zabel LLP.

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The following is a summary of material U.S. federal income tax consequences relating to the Reorganization as of the date hereof. Except where noted, this summary deals only with a stockholder who holds common stock as capital assets. This summary is qualified in its entirety by reference to, and is based upon, laws, regulations, rulings and decisions now in effect, all of which are subject to change, which changes may or may not be retroactive.

For purposes of this summary, a “U.S. holder” means a beneficial owner of ContextLogic or Holdings securities (as the case may be) who is any of the following for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A non-U.S. holder of stock is a stockholder who is not a U.S. holder.

This summary is based upon provisions of the Code and regulations, rulings, and judicial decisions as of the date hereof. Those authorities may be changed or subject to differing interpretations, perhaps retroactively. Any change or differing interpretation could alter the U.S. federal income tax consequences, including the qualification of the Reorganization as a nontaxable transaction, to a U.S. or non-U.S. holder, as described in the summary.

This summary does not represent a detailed description of the U.S. federal income tax consequences to a stockholder in light of his, her or its particular circumstances. In addition, it does not represent a description of the U.S. federal income tax consequences to a stockholder who is subject to special treatment under the U.S. federal income tax laws and does not address the tax considerations applicable to stockholders who may be subject to special tax rules, such as: partnerships; financial institutions; insurance companies; real estate investment trusts; regulated investment companies; grantor trusts; tax-exempt organizations; dealers or traders in securities or currencies; stockholders who hold stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes or U.S. holders that have a functional currency other than the U.S. dollar; stockholders who actually or constructively own 10 percent or more of the Company’s voting stock; or a non-U.S. holder who is a U.S. expatriate, “controlled foreign corporation” or “passive foreign investment company.” This summary also does not address any other tax attributes of any securities issued by ContextLogic.

Moreover, this description does not address the U.S. federal estate and gift tax, alternative minimum tax or other tax consequences of the Reorganization.

If any entity classified as a partnership for U.S. federal income tax purposes holds ContextLogic stock, the tax treatment of an owner of such entity will generally depend on the status of the owner and the activities of the entity.

ContextLogic, Holdings and Merger Sub should not, for federal income tax purposes, recognize any taxable gain or loss as a result of the Reorganization and the Reorganization and the adoption of the transfer restrictions should not, for federal income tax purposes, impair the ability of Holdings and ContextLogic to utilize the NOLs. The Reorganization should qualify as a nontaxable exchange as described under Section 368 of the Code or alternatively, under Sections 351 and 332 of the Code (together the “Nontaxable Exchange”). The legal conclusions that the Reorganization should qualify as a Nontaxable Exchange is not binding on the IRS. The IRS may challenge the position that the Reorganization does not qualify as a Nontaxable Exchange. Such an IRS challenge could be based upon judicial doctrines, including but not limited to substance over form principles. If an IRS challenge were successful, holders of stock with an unrealized gain in the shares would recognize gain in connection with the Reorganization.

Where applicable, each section below addresses the tax risks associated with the characterization of the transaction as nontaxable and the possibility of the IRS challenging such characterization. See “Risk Factors—If the Reorganization does not qualify as a nontaxable transaction in whole or in part the ContextLogic common stock holders may be required to pay substantial U.S. federal income taxes as a result of the Reorganization.”

Generally, for stockholders of ContextLogic, the Reorganization should be a nontaxable transaction and the aggregate adjusted basis of shares of Holdings stock should be the same as the aggregate adjusted basis of the

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ContextLogic stock exchanged for such shares of Holdings stock. The holding period of the new, post-Reorganization shares of Holdings stock resulting from implementation of the Reorganization should include a U.S. holder’s holding periods for the pre-Reorganization ContextLogic stock.

Non U.S. Holders. The Reorganization should be a nontaxable transaction for U.S. federal income tax purposes, and a non-U.S. holder of the ContextLogic stock should not be subject to U.S. federal income tax.

Each stockholder should consult his, her or its own tax advisers concerning the particular U.S. federal tax consequences of the Reorganization, as well as the consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign income tax consequences.

Accounting Consequences

The consolidated assets and liabilities of Holdings will be recorded at the historical cost of ContextLogic as reflected on the consolidated financial statements of ContextLogic immediately prior to the Reorganization. Accordingly, the consolidated financial statements of Holdings immediately following the Reorganization will be the same as the consolidated financial statements of ContextLogic immediately prior to the Reorganization. For this reason, pro forma and comparative financial information regarding Holdings and its consolidated subsidiaries giving effect to the Reorganization have not been included in this proxy statement/prospectus. Similarly, no selected historical pro forma financial statements have been included in this proxy statement/prospectus because the Reorganization will have no effect on ContextLogic’s historical consolidated financial statements.

Interests of Directors, Executive Officers and Significant Stockholders in the Reorganization

All of the Company’s directors and many of its executive officers own ContextLogic common stock, or options to purchase shares of ContextLogic common stock, or restricted stock units to be settled in ContextLogic common stock, and to that extent, their interest in the Reorganization is the same as the interest in the Reorganization of the Company’s stockholders generally.

As of May 19, 2025 the Company’s directors and executive officers beneficially owned 131,851 shares of ContextLogic common stock, representing approximately 0.49% of the voting power of the Company’s common stock. Each director has advised the Company that he or she plans to vote all of his or her shares of common stock in favor of the Reorganization. The affirmative vote of the holders of a majority of the shares of ContextLogic’s common stock, voting together as a single class, outstanding on the record date is required to approve the Reorganization (with each share of ContextLogic common stock having one vote). The Company’s directors and executive officers, in the aggregate, represent approximately 0.49% of the votes entitled to be cast at the Annual Meeting with respect to the Reorganization.

Expenses

All expenses related to the Reorganization, including fees and expenses of the Company’s attorneys and accountants and expenses and costs of preparing, mailing and soliciting proxies pursuant to this proxy statement/prospectus, will be paid by the Company whether or not the Reorganization is approved by the Company’s stockholders.

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TRANSFER RESTRICTIONS

Introduction

As of December 31, 2024, we had federal NOLs available to reduce future taxable income, if any, of $886 million that begin to expire in 2030 and continue to expire through 2037 and $2.0 billion that have an unlimited carryover period. As of December 31, 2024, we had state NOLs available to reduce future taxable income, if any, of $7.4 billion that begin to expire in 2026 and continue to expire through 2044 and $2.1 billion that have an unlimited carryover period.

NOLs benefit the Company by offsetting U.S. federal taxable income dollar-for-dollar by the amount of the NOLs, thereby reducing or eliminating the Company’s U.S. federal corporate income tax (other than the U.S. federal alternative minimum tax) on such income. Under legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), unused U.S. federal NOLs generated in tax years beginning after December 31, 2017, will not expire and may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. Additionally, portions of these NOLs could expire unused and be unavailable to offset future income tax liabilities. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited. The use of the NOLs is subject to uncertainty because it is dependent upon the amount of taxable income and capital gains generated by the Company. There can be no assurance that Holdings will have sufficient taxable income or capital gains in future years to use the NOLs before they expire. The benefit of the NOLs to the Company can be reduced or eliminated under Section 382 of the Code if the Company experiences an “ownership change,” as defined in Section 382 of the Code and described in more detail below. An ownership change can occur through one or more acquisitions of the Company’s stock, whether occurring contemporaneously or pursuant to a single plan, by which stockholders or groups of stockholders, each of whom owns or is deemed to own directly or indirectly at least 5% of the Company’s stock, increase their ownership of the Company’s stock by more than 50 percentage points within a three-year period.

The Board of Directors believes the best interests of ContextLogic and its stockholders will be served by adopting provisions that are designed to restrict direct and indirect transfers of the Company’s stock if such transfers will affect the percentage of stock that is treated as owned by a 5% stockholder, as defined in Section 382 of the Code. In order to implement these transfer restrictions, the Company must consummate the Reorganization so that the transfer restrictions can be included in the second amended and restated certificate of incorporation of Holdings and made applicable to all shares of Holdings issued after the inclusion of the transfer restrictions in Holdings’ second amended and restated certificate of incorporation of Holdings, including all of the shares of Holding stock in the reorganization. This proxy statement/prospectus refers to these provisions as the “transfer restrictions.” We believe that upon the consummation of the Reorganization, the transfer restrictions will be binding with respect to all shares of the Holdings stock issued in the Reorganization, regardless of whether the persons to whom such shares are issued voted in favor of the adoption of the Reorganization Agreement.

Calculating whether an ownership change has occurred is subject to inherent uncertainty. This uncertainty results from the complexity and ambiguity of the Section 382 provisions, as well as limitations on the knowledge that any publicly traded company can have about the ownership of and transactions in its securities.

The transfer restrictions will be included as Article XIV in the second amended and restated certificate of incorporation of Holdings. Stockholders are urged to read carefully the accompanying Annex B, which sets forth the complete text of the form of the second amended and restated certificate of incorporation of Holdings that will be in effect after the Reorganization.

Tax Benefits Preservation Plan

Given that the purpose of the transfer restrictions is to help preserve the long-term value of our accumulated NOLs and they are designed to prohibit certain transfers of our stock in excess of amounts that, because of provisions of the Code, could limit or impair our ability to use our NOLs to reduce our future income tax liability, and given that the purpose of the Tax Benefits Preservation Plan was designed to preserve potentially valuable tax benefits to the Company as a result of the NOLs and to avoid an “ownership change” under the agreement, the consummation of the Reorganization and the provision of the transfer restrictions will result in the

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dissolution of the Tax Benefits Preservation Plan pursuant to the terms of the Reorganizaton Agreement, which is permissible under Section 11(o) of the Tax Benefits Preservation Plan as the transfer restrictions will not diminish substantially or otherwise eliminate the benefits intended to be afforded by the rights under the Tax Benefits Preservation Plan.

Limitations on use of NOLs

The benefit of the NOLs to the Company can be reduced or eliminated under Section 382 of the Code if the Company experiences an “ownership change,” as defined in Section 382. Generally, an ownership change can occur through one or more acquisitions, whether occurring contemporaneously or pursuant to a single plan, by which one or more stockholders, each of whom owns or is deemed to own directly or indirectly 5% or more in value of a corporation’s stock, increase their aggregate percentage ownership by more than 50 percentage points over the lowest percentage of stock owned by such stockholders (with the lowest percentage measured separately for each stockholder) at any time during the preceding three-year period. The amount of the increase in the percentage of stock ownership of each 5% stockholder is computed separately, and each such increase is then added together with any other such increases to determine whether an ownership change has occurred. For this purpose, all holders who own less than 5% of a corporation’s stock are generally treated together as one 5% stockholder (although in some circumstances these smaller holders may be counted as two or more separate stockholders, with each being a “public group” and a separate 5% stockholder, for purposes of Section 382 of the Code). Transactions in the public markets among stockholders owning less than 5% of the equity securities generally do not affect the calculation of an ownership change (but can if a corporation has more than one public group). In addition, certain constructive ownership rules, which generally attribute ownership of stock owned by estates, trusts, corporations, partnerships or other entities to the ultimate indirect individual owner thereof, or to related individuals, are applied in determining the level of stock ownership of a particular stockholder. Special rules can result in the treatment of options or other similar interests as having been exercised if such treatment would result in an ownership change. All percentage determinations are based on the fair market value of a corporation’s stock.

For example, if a single investor acquired 50.1% of the Company’s stock in a three-year period, a change of ownership would occur. Similarly, if ten persons, none of whom owned the Company’s stock, each acquired slightly over 5% of the Company’s stock within a three-year period (so that such persons owned, in the aggregate, more than 50%), an ownership change would occur.

If the Company were to experience an ownership change, then the amount of taxable income in any year (or portion of a year) subsequent to the ownership change that could be offset by NOLs from periods prior to such ownership change could not exceed the product obtained by multiplying (i) the aggregate value of the Company’s stock immediately prior to the ownership change (with certain adjustments) by (ii) the then applicable federal long-term tax exempt rate (this resulting product is referred to as the Section 382 limitation), subject to certain other adjustments under the Code. If the Company experiences an ownership change for tax purposes, the Section 382 limitation could greatly reduce the amount of available NOLs that the Company would be able to utilize. Any portion of the annual Section 382 limitation amount not utilized in any year may be carried forward and increase the available Section 382 limitation amount for the succeeding tax year. Thus, an ownership change could significantly reduce or eliminate the annual utilization of the Company’s NOLs and cause a portion of such NOLs to expire prior to their use.

Summary of Transfer Restrictions

The following is a summary of the proposed transfer restrictions. This summary is qualified in its entirety by reference to the full text of the proposed transfer restrictions, which is contained in Article XIV of the second amended and restated certificate of incorporation of Holdings and set forth in the form on accompanying Annex B. Stockholders are urged to read in their entirety the transfer restrictions set forth in the accompanying Annex B.

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Prohibited Transfers. The transfer restrictions generally will restrict any direct or indirect transfer (such as transfers of stock of Holdings that result from the transfer of interests in other entities that own stock of Holdings) if the effect would be to:

1.	increase the direct or indirect ownership of Holdings stock by any person (or public group) from less than 4.9% to 4.9% or more of the stock of Holdings; or

2.	increase the percentage of Holdings stock owned directly or indirectly by any person (or public group) owning or deemed to own 4.9% or more of the stock of Holdings.

Transfers included under the transfer restrictions include sales to persons (or public groups) whose resulting percentage ownership (direct or indirect) of stock would exceed the 4.9% thresholds discussed above. Complicated rules of constructive ownership, aggregation, segregation, combination and other stock ownership rules prescribed by the Code (and related regulations) will apply in determining whether a person or group of persons constitute a 5% stockholder under Section 382 and whether less than 5% stockholders will be treated as one or more “public groups,” each of which is a 5% stockholder under Section 382. Issuances of securities by Holdings (including securities issued pursuant to exercises of options and securities settled pursuant to the settlement of restricted stock units) would not be subject to the transfer restrictions.

For purposes of determining the existence and identity of, and the amount of stock owned by, any stockholder, Holdings will be entitled to rely conclusively on (a) the existence or absence of filings with the SEC of Schedules 13D and 13G (or any similar SEC filings) as of any date and (b) Holdings’ actual knowledge of the ownership of its stock. The transfer restrictions will include the right to require a proposed transferee, as a condition to registration of a transfer of common stock, to provide all information reasonably requested regarding such person’s direct and indirect ownership of Holdings’ common stock. The transfer restrictions may result in the delay or refusal of certain requested transfers of Holdings’ common stock.

As a result of these rules, the transfer restrictions could result in prohibiting ownership (thus requiring dispositions) of common stock of Holdings as a result of a change in the relationship between two or more persons or entities, or of a transfer of an interest in an entity other than Holdings, such as an interest in an entity that, directly or indirectly, owns stock of Holdings. The transfer restrictions will also apply to proscribe the creation or transfer of certain “options” (which are broadly defined by Section 382) in respect of Holdings stock to the extent that, in certain circumstances, creation, transfer or exercise of the option would result in a proscribed level of ownership.

Consequences of Prohibited Transfers. Upon adoption of the transfer restrictions, any direct or indirect transfer attempted in violation of the restrictions would be void as of the date of the purported transfer as to the purported transferee (or, in the case of an indirect transfer, the ownership of the direct owner of Holdings’ common stock would terminate simultaneously with the transfer), and the purported transferee (or in the case of any indirect transfer, the direct owner) would not be recognized as the owner of the shares of common stock owned in violation of the restrictions for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such shares, or in the case of options, receiving stock in respect of their exercise. In this proxy statement/prospectus, stock acquired in violation of the transfer restrictions is referred to as “excess stock.”

In addition to the purported transfer being void as of the date of the purported transfer, upon demand, the purported transferee must transfer the excess stock to Holdings’ agent. The Company may seek to recover any dividends or distributions paid with respect to any excess stock. Holdings’ agent is required to sell such excess stock in an arms’ length transaction (or series of transactions) that would not constitute a violation under the transfer restrictions. The net proceeds of the sale, together with any other distributions with respect to such excess stock received by Holdings’ agent, after deduction of all costs incurred by the agent, will be distributed first to the purported transferee in an amount, if any, equal to the cost (or in the case of gift, inheritance or similar transfer, the fair market value of the excess stock on the date of the violative transfer) incurred by the purported transferee to acquire such excess stock, and the balance of the proceeds, if any, will be distributed to a charitable beneficiary. If the excess stock is sold by the purported transferee, such person will be treated as having sold the excess stock on behalf of the agent, and will be required to remit all proceeds to Holdings’ agent (except to the extent Holdings grants written permission to the purported transferee to retain an amount not to exceed the amount such person otherwise would have been entitled to retain had Holdings’ agent sold such shares).

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With respect to any transfer of stock which does not involve a transfer of “securities” of Holdings within the meaning of the Delaware General Corporation Law but which would cause any 4.9% stockholder to violate the transfer restrictions, the following procedure will apply in lieu of those described above. In such case, no such 4.9% stockholder shall be required to dispose of any interest that is not a security of Holdings, but such 4.9% stockholder and/or any person whose ownership of securities of Holdings is attributed to such 4.9% stockholder will be deemed to have disposed of (and will be required to dispose of) sufficient securities, simultaneously with the transfer, to cause such 4.9% stockholder not to be in violation of the transfer restrictions, and such securities will be treated as excess stock to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such 4.9% stockholder or such other person that was the direct holder of such excess stock from the proceeds of sale by the agent being the fair market value of such excess stock at the time of the prohibited transfer.

Modification and Waiver of Transfer Restrictions. The Board of Directors of Holdings will have the discretion to approve a transfer of stock that would otherwise violate the transfer restrictions. If the Board of Directors of Holdings decides to permit a transfer that would otherwise violate the transfer restrictions, then that transfer or later transfers may result in an ownership change that could limit the Company’s use of the NOLs. As a condition to granting an exemption from the transfer restrictions, the Board of Directors may require an opinion of counsel (the cost of which will be borne by the transferor and/or the transferee) that the transfer will not result in a limitation on the use of the NOLs under Section 382.

Expiration of Transfer Restrictions

Reasons for Transfer Restrictions

The purpose of the transfer restrictions is solely to help preserve the long-term value of the Company’s accumulated NOLs. The proposed transfer restrictions are designed to prohibit certain transfers of the Company’s stock in excess of amounts that, because of provisions of the Code, could inhibit the Company’s ability to use the Company’s NOLs to reduce future income tax liability.

The transfer restrictions may have anti-takeover effects because they will restrict the ability of a person or group from accumulating an aggregate of 4.9% or more of stock of Holdings and the ability of persons or groups now owning 4.9% or more of stock of Holdings from acquiring additional stock. The transfer restrictions are not in response to any effort to accumulate the common stock or to obtain control of ContextLogic. The Company’s Board of Directors considers the transfer restrictions to be reasonable and in the best interests of ContextLogic and its stockholders because the transfer restrictions reduce certain of the risks related to the Company’s future use of the NOLs. In the opinion of the Board of Directors, the fundamental importance to the Company’s stockholders of maintaining the availability of the NOLs is a more significant consideration than the indirect “anti-takeover” effect the transfer restrictions may have or the cost and expense of preparing this proxy.

Vote Required

Assuming that a quorum is present, approval of the Reorganization Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of ContextLogic common stock entitled to vote thereon.

Recommendation of the ContextLogic Board of Directors

THE BOARD OF DIRECTORS OF CONTEXTLOGIC UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REORGANIZATION PROPOSAL.

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PROPOSAL 2—ELECTION PROPOSAL

Election of Directors

The Board of Directors may establish the authorized number of directors from time to time by resolution. The Board of Directors currently consists of six members. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal. The Board of Directors is divided into three classes with staggered three-year terms. Our Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws provide that only the Board of Directors can fill vacant directorships, subject to any special rights of holders of preferred stock. Any additional directorships resulting from an increase in the authorized number of directors would be distributed pro rata among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.

The following table sets forth the current members of the Board of Directors, the class to which he or she belongs and when such director’s term expires:


Class	Director	Term Expiration
I	Rishi Bajaj	2026 Annual Meeting of Stockholders
I	Mark Ward	2026 Annual Meeting of Stockholders
II	Michael Farlekas	2027 Annual Meeting of Stockholders
II	Marshall Heinberg	2027 Annual Meeting of Stockholders
III	Ted Goldthorpe	2025 Annual Meeting of Stockholders
III	Jennifer Chou	2025 Annual Meeting of Stockholders

On April 16, 2025, our Board of Directors nominated Ted Goldthorpe and Jennifer Chou for election as Class III directors at the Annual Meeting. If they are elected, they will serve on our Board of Directors until our 2028 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. The nominees for director at the Annual Meeting, their ages as of May 30, 2025, and their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board of Directors is incorporated by reference from our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 17, 2025, under the heading “Directors, Executive Officers, and Corporate Governance—Directors and Executive Officers.”

Vote Required

Directors are elected by a plurality of the votes properly cast in person or by proxy. Our nominees for director receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. However, if you are the beneficial owner of the shares, which means that your shares are held by a brokerage firm, bank, dealer, or other similar organization as your nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our current Board of Directors, if any. Each person nominated for election has agreed to serve if elected and to being named in this proxy statement.

If any substitute nominees are so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

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Nominees for Class III Directors

We have determined that each of these director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted in their biographies.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOLLOWING CLASS III DIRECTOR NOMINEES: TED GOLDTHORPE AND JENNIFER CHOU.

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PROPOSAL 3—RATIFICATION PROPOSAL

Ratification of Appointment of BPM LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

The Audit Committee of our Board of Directors, after conducting a competitive process to evaluate and select the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, has selected BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of BPM LLP as our independent registered public accounting firm. However, the Board of Directors is submitting the selection of BPM LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of our Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of our Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of BPM LLP are expected to be present at the Annual Meeting, and will have the opportunity to make statements if they desire to do so and to respond to appropriate questions.

Vote Required

This proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 requires a “For” vote from the majority of the votes cast at the Annual Meeting. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes, if any, are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Change in Independent Registered Public Accounting Firm

As previously disclosed, on September 24, 2024, the Audit Committee, after conducting a competitive process to evaluate and select our independent registered public accounting firm for the fiscal year ended December 31, 2024, approved the engagement of BPM LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2024 and approved the dismissal of PricewaterhouseCoopers LLP as our independent registered public accounting firm. PricewaterhouseCoopers LLP had served as our independent registered public accounting firm since 2022. On September 26, 2024, we filed a Current Report on Form 8-K disclosing this change.

Other than the material weaknesses described below, the audit report of PricewaterhouseCoopers LLP on our consolidated financial statements for the fiscal year ended December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor was the report on our consolidated financial statements qualified or modified as to uncertainty, audit scope or accounting principles.

In addition, in connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2023 and during the subsequent interim periods through September 24, 2024 there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between us and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of either PricewaterhouseCoopers LLP would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement in connection with its report on our consolidated financial statements for such year. During the fiscal year ended December 31, 2023 and during the subsequent interim periods through September 24, 2024 there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except as previously disclosed within Part II, Item 9A, “Controls and Procedures,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, there were material weaknesses for the fiscal year ended December 31, 2023 in our (i) internal control over financial reporting related to our controls over information technology systems and business processes and (ii) in our implementation of COSO framework components, which affected substantially all financial statement account balances and disclosures. As disclosed within the section “Remediation of

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Previously Reported Material Weaknesses” within section 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, following the implementation of a new control environment, including new IT systems, processes, and controls, management has concluded that the aforementioned material weaknesses were remediated as of December 31, 2024.

During our fiscal year ended December 31, 2023 and the subsequent interim periods through September 24, 2024, neither the Company nor anyone on its behalf consulted with BPM LLP with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by BPM LLP that BPM LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a disagreement or a reportable event (as those terms are described in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K).

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BPM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

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PROPOSAL 4—COMPENSATION PROPOSAL

Advisory Approval of the Company’s Named Executive Officer Compensation for the Year Ended December 31, 2024

In accordance with SEC rules, stockholders are being asked to approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024 as disclosed in this Proxy Statement. This is commonly referred to as a “Say on Pay” proposal and gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation, but rather, the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement.

As described further in the “Executive Compensation” section of our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 17, 2025, which is incorporated by reference, including the “Narrative Disclosure of Summary Compensation Table,” the primary goals of our compensation programs are to fairly compensate our executive officers, attract and retain highly qualified executive officers, motivate the performance of our executive officers, reward the achievement of clearly defined corporate goals, and align our executive officers’ long-term interests with those of our stockholders. We believe our compensation programs reflect a pay-for-performance philosophy that links potential significant compensatory rewards to achievement of corporate operating goals and increase in stockholder value.

Vote Required

A “For” vote from a majority of votes cast at the Annual Meeting is required to approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024, as disclosed in this Proxy Statement. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and will therefore have no effect on the outcome of the vote. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

This Say on Pay vote is advisory, and therefore not binding on our Board of Directors or Compensation Committee. Our Board of Directors and our Compensation Committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation program. We expect that our next shareholder vote on a Say on Pay proposal will occur at our 2026 Annual Meeting of Stockholders.

Recommendation

The Board recommends that you vote in favor of the following resolution:

“RESOLVED, that the stockholders of ContextLogic Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 Proxy Statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables and narrative discussion.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2024.

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PROPOSAL 5—ADJOURNMENT PROPOSAL

Purpose of the Adjournment Proposal

Stockholders are being asked to approve a proposal that will give the ContextLogic board authority to adjourn the annual meeting one or more times if necessary to solicit additional proxies if there are insufficient votes to approve the Reorganization Proposal at the time of the annual meeting, or any adjournment or postponement thereof. If ContextLogic stockholders approve the Adjournment Proposal, ContextLogic could adjourn the annual meeting and use the additional time to solicit additional proxies, including soliciting proxies from ContextLogic stockholders that have previously returned properly executed proxies voting against the Reorganization Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if ContextLogic had received proxies representing a sufficient number of votes against the Reorganization Proposal such that the Reorganization Proposal would be defeated, ContextLogic could adjourn the annual meeting without a vote on the Reorganization Proposal and seek to convince the holders ContextLogic shareholders to change their votes to votes in favor of the Reorganization Proposal. Additionally, ContextLogic may seek to adjourn the annual meeting if a quorum is not present at the annual meeting.

Vote Required

Assuming that a quorum is present, to be approved, the Adjournment Proposal must receive more “For” votes than “Against” votes cast at the Annual Meeting.

Recommendation of the ContextLogic Board of Directors

THE BOARD OF DIRECTORS OF CONTEXTLOGIC UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT CONTEXTLOGIC AND HOLDINGS

In the event the Reorganization is approved and consummated, Holdings’ business, consolidated financial condition, and assets and liabilities will be the same as ContextLogic’s. As permitted under the rules of the SEC, this proxy statement/prospectus incorporates important business and financial information about us that is contained in documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. You may obtain copies of these documents, including copies of financial statements and management’s discussion and analysis, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. Accordingly, this information regarding ContextLogic will become applicable to Holdings. Therefore, we have not included separate information regarding Holdings.

Available Information

Additional information about ContextLogic and its business and operations is included in its Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 9, 2025, its Current Report on Form 8-K, filed with the SEC on May 9, 2025, its Current Report on Form 8-K, filed with the SEC on April 17, 2025, its Current Report on Form 8-K, filed with the SEC on April 2, 2025, and its Current Report on Form 8-K, filed with the SEC on March 28, 2025, each of which are incorporated by reference herein. ContextLogic’s consolidated balance sheet as of December 31, 2024 and 2023 and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024 are contained in ContextLogic’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find Additional Information” beginning on page 64.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 19, 2025 for:

•	each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•	each of our directors and director nominees;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, based on information from Company records and filings with the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us and filings with the SEC, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they each beneficially own, subject to applicable community property laws.

We have based our calculation of the percentage of beneficial ownership on 26,682,233 shares of our common stock outstanding as of May 19, 2025. In cases of holders who are not directors, director nominees and named executive officers, Schedules 13G or 13D filed with the SEC (and, consequently, ownership reflected here) may reflect holdings as of a date prior to May 19, 2025.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is 2648 International Blvd., Ste 115, Oakland, CA 94601.


Name of Beneficial Owner	Shares Beneficially Owned	Ownership %
>5% Stockholders:
None

Directors and Named Executive Officers:
Rishi Bajaj⁽¹⁾	51,134	*
Michael Farlekas⁽²⁾	25,684	*
Marshall Heinberg⁽³⁾	25,684	*
Ted Goldthorpe	—	—
Mark Ward	—	—
Jennifer Chou⁽⁴⁾	—	—
Jun Yan⁽⁵⁾	364,379	1.3
Joanna Forster	—	—
Ying Liu	141,091	*
Brett Just⁽⁶⁾	29,349	*
All current executive officers and directors as a group (7 persons)	131,851	*

*	Less than one percent.

(1)	Mr. Bajaj holds 51,134 restricted stock units which have vested as of May 19, 2025.

(2)	Mr. Farlekas holds 25,684 restricted stock units which have vested as of May 19, 2025 and 85,576 restricted stock units which are subject to vesting conditions not expected to occur within 60 days of May 19, 2025.

(3)	Mr. Heinberg holds 25,684 restricted stock units which have vested as of May 19, 2025 and 109,122 restricted stock units which are subject to vesting conditions not expected to occur within 60 days of May 19, 2025.

(4)	Ms. Chou holds 56,701 restricted stock units which are subject to vesting conditions not expected to occur within 60 days of May 19, 2025.

(5)	Mr. Yan holds 364,379 shares of common stock issuable upon exercise of outstanding stock options.

(6)	Mr. Just holds 29,349 restricted stock units which have vested as of May 19, 2025.

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DESCRIPTION OF HOLDINGS’ SECURITIES

The following is a summary of the terms of the securities of Holdings following the Merger. This summary does not purport to be complete nor does it represent all information which you might find to be important for understanding Holdings’ capital stock. The following description of Holdings’ capital stock is not complete and may not contain all the information you should consider before voting on the Reorganization Proposal. This description is summarized from, and qualified in its entirety by reference to, the Second Amended and Restated Certificate of Incorporation of Holdings, and the Amended and Restated Bylaws of Holdings, copies of the forms of which are included with this proxy statement/prospectus as Annexes B and C.

Capital Stock

Holdings’ authorized capital stock consists of:

•	3,000,000,000 shares of common stock, $0.0001 par value per share of which 26,682,233 shares will be issued and outstanding on the effective date of the Reorganization; and

•	100,000,000 shares of preferred stock, $0.0001 par value per share of which no shares will be issued and outstanding on the effective date of the Reorganization.

Common Stock

Voting Rights. The holders of Holdings common stock are entitled to one vote per share on all matters submitted for action by the stockholders.

Dividend Rights. Subject to any preferential rights of any then outstanding preferred stock, all shares of Holdings common stock are entitled to share equally in any dividends the Holdings Board may declare from legally available sources.

Liquidation Rights. Upon liquidation, dissolution or winding up of Holdings, after payment in full of the amounts required to be paid to holders of any then outstanding preferred stock, all shares of Holdings common stock are entitled to share equally (together with holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) in the assets available for distribution to stockholders after payment or provision for payment of all of Holdings’ debts and liabilities.

Other Matters. The holders of Holdings common stock do not have preemptive rights. The rights, preferences and privileges of holders of Holdings common stock are subject to the terms of any series of preferred stock that may be issued in the future.

Transfer Agent

The transfer agent and registrar for Holdings common stock is Equiniti Trust Company, LLC. The transfer agent and registrar’s address is 48 Wall Street, Floor 23, New York, NY 10005.

Dividend

The decision to pay dividends is made by the Holdings Board and is dependent on Holdings’ earnings, management’s assessment of future capital needs, and other factors. Holdings does not expect to pay any cash dividends on its common stock in the foreseeable future.

Preferred Stock

Holdings’ authorized capital stock includes 100,000,000 shares of blank-check preferred stock. The Holdings Board is authorized to divide the preferred stock into series and, with respect to each series, to fix the number of shares constituting such series and determine the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, including the voting rights, dividend rights, redemption rights and terms, liquidation preferences, and conversion or exchange rights. The Holdings Board could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of common stock and which could have certain anti-takeover effects. Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of any series of preferred stock may be increased (but not above the number of authorized shares) or decreased (but not below the number of shares thereof then outstanding) by resolution adopted by the Holdings Board.

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COMPARISON OF STOCKHOLDER RIGHTS BEFORE AND AFTER THE REORGANIZATION

ContextLogic and Holdings are both incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are governed by the DGCL, the restated certificate of incorporation of ContextLogic and the amended and restated Bylaws of ContextLogic. If the Reorganization is consummated, ContextLogic stockholders will receive common stock of Holdings in exchange for their ContextLogic common stock or convertible equity (including options to purchase ContextLogic common stock and restricted stock units to be settled in ContextLogic common stock) and become Holdings stockholders, and their rights will be governed by the DGCL and the second amended and restated certificate of incorporation of Holdings and the amended and restated bylaws of Holdings.

The table below summarizes the material differences between the rights of ContextLogic stockholders under its restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, and the rights of Holdings stockholders to be provided under its second amended and restated certificate of incorporation and amended and restated bylaws. The full text of the forms of Holdings' second amended and restated certificate of incorporation and amended and restated bylaws to be in effect at the time of the Reorganization and prior to the issuance of shares thereunder are attached as Annexes B and C, respectively, to this proxy statement/prospectus, any discussion of Holdings' second amended and restated certificate of incorporation and amended and restated bylaws contained in this proxy statement/prospectus, including the discussion below, is qualified in its entirety by reference to the complete text of each of them.

The following summary tables may not contain all of the information that is important to you. These summaries are not intended to be a complete discussion of the respective rights of ContextLogic and Holdings stockholders and are qualified in their entirety by reference to the DGCL and the various documents of ContextLogic and Holdings that are referred to in the summaries. You should carefully read this entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus for a more complete understanding of the differences between being a stockholder of ContextLogic and Holdings. ContextLogic has filed copies of its current restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, with the SEC and will send copies of the documents referred to in this proxy statement/prospectus to you upon your request. Copies of the forms of second amended and restated certificate of incorporation and amended and restated bylaws of Holdings have been filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part. See “Where You Can Find Additional Information.”

ELECTIONS; VOTING; PROCEDURAL MATTERS


Provision	ContextLogic	Holdings
Authorized Capital Stock	The authorized capital stock of ContextLogic consists of 3,000,000,000 shares of class A common stock, par value $0.0001 per share and 100,000,000 shares of preferred stock, par value $0.0001 per share.	The authorized capital stock of Holdings consists of 3,000,000,000 shares of common stock, par value $0.0001 per share and 100,000,000 shares of preferred stock, par value $0.0001 per share.

Number of Directors	The restated certificate of incorporation provides that the number of directors shall be fixed from time to time by resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (the “Whole Board”).	The second amended and restated certificate of incorporation provides that the number of directors shall be fixed from time to time by resolution adopted by a majority of the Whole Board.

Stockholder Nominations and Proposals	The amended and restated bylaws require advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders.	The amended and restated bylaws require advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders. For

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Provision	ContextLogic	Holdings
	For nominations or other business to be properly brought before an annual meeting by a stockholder when no solicitation notice has been timely provided by the record stockholder, then the record stockholder must deliver notice to the secretary at the principal office of ContextLogic not later than 5:00 p.m. Pacific Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the record stockholder to be timely must be so delivered (A) no earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to such annual meeting and (B) no later than 5:00 p.m. Pacific Time on the later of the ninetieth (90th) day prior to such annual meeting or 5:00 p.m. Pacific Time on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation.	nominations or other business to be properly brought before an annual meeting by a stockholder when no solicitation notice has been timely provided by the record stockholder, then the record stockholder must deliver notice to the secretary at the principal office of Holdings not later than 5:00 p.m. Pacific Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the record stockholder to be timely must be so delivered (A) no earlier than 5:00 p.m. Pacific Time on the one hundred and twentieth (120th) day prior to such annual meeting and (B) no later than 5:00 p.m. Pacific Time on the later of the ninetieth (90th) day prior to such annual meeting or 5:00 p.m. Pacific Time on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation.

Classified Board of Directors	ContextLogic has a classified Board of Directors. The restated certificate of incorporation provides that the directors shall be elected at the annual meeting of stockholders, except in the case of vacancies, and each director elected shall hold office until a successor has been duly elected and qualified or until his or her death, resignation or removal, whichever shall occur first.	Holdings has a classified Board of Directors. The second amended and restated certificate of incorporation provides that the directors shall be elected at the annual meeting of stockholders, except in the case of vacancies, and each director elected shall hold office until a successor has been duly elected and qualified or until his or her death, resignation or removal, whichever shall occur first.

Removal of Directors	The restated certificate of incorporation provides that no director may be removed from the Board of Directors except for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.	The second amended and restated certificate of incorporation provides that no director may be removed from the Board of Directors except for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

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Provision			ContextLogic

Position(s) with ContextLogic Inc.

Ted Goldthorpe

Director
Chairman
Compensation Committee Member
Nominating and Corporate Governance Committee Member

Jennifer Chou

Director
Audit Committee Chair
Compensation Committee Member

SEC Form DEF 14A filed by ContextLogic Inc.