Business Description

1. descriptio n OF BUSINESS ContextLogic Holdings Inc. (the "Company", "ContextLogic", "we", “our” or "us") is a publicly traded company currently seeking to develop and grow a de novo business that provides a permanent home for exceptional businesses by combining liquidity, providing patient capital, aligning incentives, and prioritizing operator-led governance. The Company currently does not generate revenue. The Company was incorporated in the state of Delaware in April 2025 and is headquartered in Oakland, California, with operations domestically. Prior to the Asset Sale (defined below), the Company had operations internationally; however, post the Asset Sale, the Company no longer has foreign operations. Reorganization On July 24, 2025, the Company's stockholders approved, and, on August 7, 2025, the Company completed, a reorganization under Section 251 of the Delaware General Corporation Law (the "Reorganization"). Under the Reorganization, ContextLogic Inc. ("CLI Inc.") became a wholly owned subsidiary of ContextLogic and (i) each outstanding share of Class A common stock of CLI Inc. was exchanged for one share of common stock of ContextLogic, (ii) each option to purchase shares of common stock of CLI Inc. was assumed by ContextLogic and became exercisable for an equivalent number of shares of common stock of ContextLogic and (iii) each restricted stock unit to be settled in shares of common stock of CLI Inc. was assumed by ContextLogic and remains subject to the same terms and conditions as were applicable to such restricted stock unit award, but was converted into an award with respect to the same number of shares of common stock of ContextLogic. Each share of common stock of ContextLogic is subject to certain transfer restrictions that prohibit transfers having the effect of increasing the ownership of ContextLogic stock by (i) any person from less than 4.9 % to 4.9 % or more or (ii) any person owning or deemed to own 4.9 % or more of ContextLogic stock. In conjunction with the Reorganization, CLI Inc. was converted into a Delaware limited liability company (“CLI LLC”). ContextLogic succeeds as the reporting entity under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 12g-3(a) and is trading under the OTCQB Venture Market with the ticker “LOGC.” CLI LLC (formerly known as ContextLogic Inc.) was incorporated in the state of Delaware in June 2010 and was converted to a limited liability company in August 2025, in conjunction with the Reorganization, and ContextLogic Holdings Inc. was incorporated in the state of Delaware in April 20 25 . All references to the “Company” are to CLI LLC, prior to the Reorganization and to ContextLogic Holdings Inc. subsequent to the Reorganization. The Reorganization was accounted for as a common-control transaction under Accounting Standards Codification 805-50, and historical carrying amounts were maintained in the consolidated financial statements. The Reorganization will preserve the Company's approximately $ 2.9 billion in net operating losses ("NOLs") by implementing transfer restrictions at the holding-company level to prevent an "ownership change" under Internal Revenue Code of 1986, as amended (the "Code"), Section 382, while enhancing structural flexibility for future acquisitions. Transaction costs of approximately $ 2 million were expensed as incurred. Completion of the Reorganization resulted in the dissolution of CLI Inc.’s Tax Benefits Preservation Plan pursuant to the terms of the Reorganization Agreement. The CLI Inc. board effectuated an automatic redemption of all outstanding rights pursuant to the Tax Benefits Preservation Plan, dated as of February 10, 2024, by and between CLI Inc. and Equiniti Trust Company, LLC as rights agent (the “Tax Benefits Preservation Plan”). The Tax Benefits Preservation Plan was intended to protect against a possible limitation on the Company’s ability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations. The Tax Benefits Preservation Plan declared a dividend of one right that entitled its holder, subject to the terms of the Tax Benefits Preservation Plan, to purchase from CLI Inc. one one-thousandth of a share of Series A Junior Participating Preferred Stock, $ 0.0001 par value per share of the Company.…