S-8

S-8 1 logc-20260305.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 5, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

CONTEXTLOGIC HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

     Delaware
(State or other jurisdiction of
incorporation or organization)

     27-2930953 
(IRS Employer
Identification No.)

2648 International Blvd., Ste 301

Oakland, CA 94601

(415) 965-8476

(Address of Principal Executive Offices)

ContextLogic Holdings Inc. 2020 Equity Incentive Plan

(Full title of Plan)

Mark Ward

President

ContextLogic Holdings Inc.

2648 International Blvd., Ste 301

Oakland, CA 94601

(Name and address of agent for service)

(415) 965-8476

(Telephone number, including area code, of agent for service)

Copies to:

     David A. Curtiss
McDermott Will & Schulte LLP
919 Third Ave.
New York, NY 10022
(212) 756-2000

     Marianne Lewis
ContextLogic Holdings Inc.
2648 International Blvd., Ste 301
Oakland, CA 94601
(415) 965-8476 

    

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by ContextLogic Holdings Inc. (the “Registrant”) for the purpose of registering 1,343,805 additional shares of common stock of the Registrant, par value $0.0001 per share, of the Company (the “Common Stock”) under the Registrant’s 2020 Equity Incentive Plan pursuant to the provisions of the plan that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8, and post-effective amendments, filed with the Securities and Exchange Commission ("SEC") on December 16, 2020, January 31, 2022, March 14, 2022, May 3, 2022, February 28, 2023, March 5, 2024, and March 12, 2025 (File Nos. 333-251374, 333-262433, 333-263538, 333-264625, 333-270074, 333-277676 and 333-285746 respectively) to the extent not superseded hereby.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

ContextLogic Holdings Inc., or the Registrant, hereby incorporates by reference into this Registration Statement the following documents (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 5, 2026;

(b) the Registrant’s Current Reports on Form 8-K filed with the SEC on January 22, 2026, February 23, 2026, and February 26, 2026 (as amended by the Current Report on Form 8-K/A filed on March 5, 2026); and

(c) the description of the Registrant’s common stock contained in the Company’s Description of Capital Stock, filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 5, 2026.

All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules. Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed incorporated by reference in this Registration Statement modifies or supersedes that statement.

Item 8. Exhibits

The following exhibits are incorporated herein by reference.

EXHIBIT INDEX

      
     Incorporated by Reference

     Exhibit
Number

     Description

     Form

     File No.

     Exhibit

     Filing
Date

     Filed
Herewith

     4.1

     Second Amended and Restated Certificate of Incorporation, effective July 25, 2025.
 
     8-K12G3

     000-56773

     3.1

     08/07/2025

     4.2

     Amended and Restated Bylaws, effective as of July 25, 2025.
 
     8-K12G3

     000-56773

     3.2

     08/07/2025

     5.1

     Opinion and Consent of McDermott Will & Schulte LLP.
 
          X

     23.1

     Consent of BPM LLP, Independent Registered Public Accounting Firm.
 
     X

     23.3

     Consent of McDermott Will & Schulte LLP (contained in Exhibit 5.1).
 
     X

     24.1

     Power of Attorney (contained in the signature page hereto).
 
     X

     99.1

     ContextLogic Inc. 2020 Equity Incentive Plan and forms of agreements thereunder.
 
     S-8

     333-251374

     99.2

     12/16/2020

     107

     Calculation of Filing Fee Tables.

     X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California on this 5th day of March, 2026.


ContextLogic Holdings Inc.

By:	/s/ Mark Ward
	Mark Ward
	President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Mark Ward, Chad Chevalier, and Marianne Lewis, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Mark Ward Mark Ward	President (Principal Executive Officer)	March 5, 2026
/s/ Chad Chevalier Chad Chevalier	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	March 5, 2026
/s/ Raja Bobbili Raja Bobbili	Chairman	March 5, 2026
/s/ Michael Farlekas Michael Farlekas	Director	March 5, 2026
/s/ Marshall Heinberg Marshall Heinberg	Director	March 5, 2026
/s/ Jennifer Chou Jennifer Chou	Director	March 5, 2026
/s/ Ted Goldthorpe Ted Goldthorpe	Director	March 5, 2026
/s/ David Abrams David Abrams	Director	March 5, 2026

SEC Form S-8 filed by ContextLogic Inc.