Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On April 8, 2022, the Audit Committee (the "Audit Committee") of the Board of
Directors (the "Board") of ContextLogic Inc. (the "Company"), dismissed Ernst &
Young LLP ("EY") as the Company's independent registered public accounting firm,
effective following the filing of the Company's 2022 Q1 Form 10-Q.
Other than the material weaknesses described below, the audit reports of EY on
the Company's consolidated financial statements for each of the two fiscal years
ended December 31, 2020, and December 31, 2021, did not contain an adverse
opinion or a disclaimer of opinion, nor were the reports on the Company's
consolidated financial statements qualified or modified as to uncertainty, audit
scope or accounting principles.
In addition, in connection with the audits of the Company's consolidated
financial statements for the fiscal years ended December 31, 2020, and December
31, 2021, and during the subsequent interim period through April 8, 2022, there
were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K) between the Company and EY on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of EY, would have caused
EY to make reference to the subject matter of the disagreement in connection
with its report on the Company's consolidated financial statements for such
years. During the fiscal years ended December 31, 2020 and December 31, 2021 and
the subsequent interim period through April 8, 2022, there were no "reportable
events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except
that, as previously disclosed in the Company's Annual Report on Form 10-K
for the year ended December 31, 2021, there were material weaknesses for the
fiscal year ended December 31, 2021 in (i) the Company's internal control over
financial reporting related to the Company's controls over IT systems and
business processes and (ii) in the Company's implementation of COSO framework
components, which affected substantially all financial statement account
balances and disclosures. These reportable events were discussed among the Audit
Committee and EY. EY has been authorized by the Company to respond fully to the
inquiries of PricewaterhouseCoopers LLP ("PwC"), the successor independent
registered public accounting firm, concerning these reportable events.
The Company provided EY with a copy of the disclosures contained in this Current
Report on Form 8-K and requested that EY furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements contained herein. A copy of EY's letter, dated April 13,
2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On April 8, 2022, the Audit Committee, after conducting a competitive process to
evaluate and select the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2022, approved the selection of PwC as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022, subject to the completion of standard acceptance
procedures.
During the Company's fiscal years ended December 31, 2020 and December 31, 2021,
and the subsequent interim period through April 8, 2022, neither the Company nor
anyone on its behalf consulted with PwC 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 PwC that PwC 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).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
--------------------------------------------------------------------------------
Exhibit Number Description
16.1 Letter of Ernst & Young LLP, dated April 13, 2022, to the
Securities and Exchange Commission.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
[[Image Removed]]
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses