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United States securities and exchange commission logo
October 22, 2020
Peter Szulczewski
Chief Executive Officer
ContextLogic Inc.
One Sansome Street 40th Floor
San Francisco, CA 94104
Re: ContextLogic Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
9, 2020
CIK No. 0001822250
Dear Mr. Szulczewski:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Filed
October 9, 2020
Selected Consolidated Financial and Other Data
Other Financial Information and Data
LTM Active Buyers, page 72
1. We note your response
to comment 4. Based on your response, the title of this metric
does not appear
consistent with how the metric is computed. As you deem appropriate,
please revise the
title, revise the basis of computation to exclude the 4% of users that did
not actually complete a
purchase, or disclose each time presented that the reported metric
includes approximately
4% of users that did not actually complete a purchase.
Peter Szulczewski
FirstName LastNamePeter Szulczewski
ContextLogic Inc.
Comapany
October 22,NameContextLogic
2020 Inc.
October
Page 2 22, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 76
2. We note your revised disclosure in response to comment 5. You disclose
that positive
working capital dynamics are "where we receive an upfront payment from
a user, and
remit payment to a merchant a number of weeks later." While we
understand how the
timing difference between these transactions would benefit your float,
it is unclear how
they benefit your working capital given that the transactions are
largely comprised of
debits and credits to cash and merchants payable (both of which are
included in current
assets and current liabilities and, therefore, within working
capital). Please revise or
advise. In addition, as requested in prior comment five, please tell
us whether you expect
the benefits to continue, as applicable.
Comparison of Years Ended December 31, 2018, and 2019, page 90
3. We note your response and related revisions in response to our comment
7. We reissue
our comment in part. Please revise to quantify factors to which
changes are attributed.
For example, you disclose that Marketplace revenue increased due to
increased
monetization of our marketplace services to merchants, particularly
increased merchant
adoption of our ProductBoost service, partially offset by a decrease
in user transaction
volume from the prior year but you do not quantify these factors.
Please also revise to
analyze why these changes occurred.
Please also quantify the effects of changes in both price and volume
on your revenue and
expense categories, where appropriate.
Principal and Selling Stockholders, page 155
4. We note your revised disclosure and your written response to our prior
comment 10.
Please revise your footnote 16 to include the information contained in
your written
response that the "beneficial holder of Republic Technologies Pte.
Ltd. is Temasek
Holdings (Private) Limited, which is wholly-owned by the Singapore
Minister of
Finance."
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
5. We note your response to comment 14. With regard to disaggregation of
marketplace
services revenue between sales-based commission fees and display-based
ProductBoost
advertising fees you state that the nature, timing, and uncertainty of
revenue and cash
flows are affected by similar economic factors. However, it appears
the time of
recognition and receipt of cash flows may differ as follows:
Peter Szulczewski
ContextLogic Inc.
October 22, 2020
Page 3
Access to the marketplace generates sales-based commission fees
that are recognized
only if and when a merchant sale occurs and the order is
processed; and
ProductBoost generates display-based advertising fees that are
recognized when the
merchant's products are displayed (regardless of sales, if any).
In this regard, it appears there are both cash flow timing and
uncertainty differences. In
addition, it appears the nature of these revenue streams differ, given
that one is a sales
commission and the other is advertising revenue.
In your response you indicate that separately quantifying amounts
would be ad hoc non-
GAAP as you have no basis for allocation. However, you also state that
marketplace
services (i.e., those that generate the sales-based commission) can be
purchased separately
without ProductBoost services and your accounting policy indicates
that you recognize
ProductBoost revenue when the merchants' products are displayed. In
addition, on page 3,
76, 82, 104 of your filing you quantify that your advertising service
(i.e., ProductBoost)
has an annual run-rate of nearly $180 million.
For the reasons cited above, we believe you should reconsider your
disaggregation of
revenue disclosure to separately quantify advertising service
revenues, which appear to be
a different service than your sales commissions. In addition, we note
references
throughout your filing to geographic diversification of users and note
that ASC 606-10-
55-91(b) includes geographic region as an additional example of a
disaggregation
category that might be appropriate.
You may contact Stephen Kim at 202-551-3294 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
FirstName LastNamePeter Szulczewski Sincerely,
Comapany NameContextLogic Inc.
Division of
Corporation Finance
October 22, 2020 Page 3 Office of Trade
& Services
FirstName LastName