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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
| Date of Report (Date of earliest event reported): December 7, 2025 |
ContextLogic Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
000-56773 |
27-2930953 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
| 2648 International Blvd., Ste 301 |
|
| Oakland, California |
|
94601 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| Registrant’s Telephone Number, Including Area Code: (415) 965-8476 |
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 8, 2025, ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic”
or the “Company”) announced that, together with ContextLogic, LLC, a Delaware limited liability company and wholly-owned subsidiary
of ContextLogic, ContextLogic Holdings, LLC, a Delaware limited liability company and indirect subsidiary of ContextLogic, it entered
into a purchase agreement (the “Purchase Agreement”) with Salt Management Aggregator, LLC, a Delaware limited liability company,
Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership, Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership,
Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company, Emerald Lake Pearl Acquisition, L.P., a Delaware limited
partnership, the investors set forth on Schedule I to the Purchase Agreement (the “Abrams Investors”), the investors set forth
on Schedule II to the Purchase Agreement, US Salt Parent Holdings, LLC, a Delaware limited liability company (“US Salt”),
BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership and Emerald Lake Pearl Acquisition, L.P., a Delaware
limited partnership, solely in its capacity as the Sellers Representative. Pursuant to the transactions described in the Purchase Agreement
(the “Transaction”), ContextLogic will acquire US Salt. A copy of the press release announcing the Transaction is furnished
as Exhibit 99.1 hereto.
On December 8, 2025, ContextLogic, together with representatives from the
Abrams Investors and US Salt, conducted an investor call and investor presentation to discuss the Transaction (the “Investor Presentation”).
A copy of the transcript of the investor presentation is furnished as Exhibit 99.2 and a copy of the transcript of the call is furnished
as Exhibit 99.3 hereto and each is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1, 99.2, and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be “filed” for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
Additional details regarding the Purchase Agreement and the Transaction
will be included in the Company’s forthcoming Current Report on Form 8-K to be filed with the Securities and Exchange Commission
(the “SEC”) within four business days.
Item 8.01. Other Events.
The information in the first paragraph of Item 7.01
is incorporated by reference herein.
On December 7, 2025, Rishi Bajaj, Chief Executive
Officer and Director of the Company, provided notice of his intention to resign from the Company, effective December 7, 2025 (the “Effective
Date”). Mr. Bajaj’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies, or practices.
On December 8, 2025, the Company also announced the
appointment of Mark Ward, a Director of the Company, as President, effective as of the Effective Date. Mark Ward is a Director at BC Partners,
based in New York. He joined the firm in 2020 and focuses on opportunistic investments across the capital structure. Prior to BC Partners,
he worked in the Restructuring and M&A groups at Houlihan Lokey. He holds a B.S. in Economics from the University of St. Thomas.
Additional details regarding Mr. Bajaj’s separation
and Mr. Ward’s appointment will be included in the Company’s forthcoming Current Report on Form 8-K to be filed with the SEC
within four business days.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact could be deemed forward-looking, including, but not limited to, statements regarding ContextLogic’s financial
outlook, information concerning the acquisition of US Salt, the strategic alternatives considered by ContextLogic’s board of directors,
including the decisions taken thereto and alternatives for the use of its cash or cash equivalents, possible or assumed future results
of operations and expenses, management strategies and plans, competitive position, business environment, potential growth strategies and
opportunities and ContextLogic’s continued listing on the OTC Markets. In some cases, forward-looking statements can be
identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,”
“might,” “outlook,” “plans,” “potential,” “predicts,” “projects,”
“seeks,” “should,” “targets,” “will,” “would” or similar expressions and the
negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks
materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements
include, but are not limited to, statements regarding the Transaction, the ability of the parties to consummate the Transaction in
a timely manner or at all, the Purchase Agreement, the satisfaction or waiver of the conditions to closing the Transaction, the occurrence
of any event, change or other circumstance or condition that could give rise to termination of the Purchase Agreement for the Transaction,
the contemplated Rights Offering, the strategic alternatives considered by the Company’s board of directors, including the decisions
taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations;
competitive changes in the marketplace and other characterizations of future events or circumstances. New risks emerge from time to time.
It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings
with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 to the Annual
Report on Form 10K/A, the Quarterly Report on Form 10-Q for the period ended March 31, 2025 and other reports that ContextLogic files
with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made
by ContextLogic in this Current Report on Form 8-K speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation
to, and except as otherwise required by federal securities law, does not currently intend to, update any such forward-looking statements
after the date of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
|
99.1
|
|
ContextLogic Press Release Announcing Transaction
|
| 99.2 |
|
Investor Presentation |
| 99.3 |
|
Transcript of Investor Call |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
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ContextLogic Holdings Inc. |
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| Date: |
December 8, 2025 |
By: |
/s/ Mark Ward |
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Mark Ward
|
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|
President |
| |
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|
Principal Executive Officer |
