[DEFA14A] ContextLogic Inc. Class A Common Stock Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D discloses that the Silver Lake–affiliated reporting persons (Global Blue Holding L.P., SL Globetrotter L.P., SL Globetrotter GP Ltd., Silver Lake Technology Associates III Cayman L.P. and Silver Lake (Offshore) AIV GP III Ltd.) have tendered all of their equity interests in Global Blue Group Holding AG (“GB”) in connection with the cash tender offer launched by Shift4 Payments, Inc. and its Swiss merger subsidiary.

The offer, which commenced on 21 March 2025 and expired one minute after 11:59 p.m. (NYC time) on 2 July 2025, met all conditions. The Silver Lake vehicles tendered:

• 34,871,499 ordinary shares held by Cayman Holdings at $7.50 per share
• 4,939,137 Series A preferred shares (convertible into ordinary shares) at $10.00 per share
• 91,230,811 ordinary shares held by Globetrotter at $7.50 per share
• 11,970,487 Series A preferred shares held by Globetrotter at $10.00 per share

In addition, 2,701,935 Global Blue warrants (Cayman Holdings) and 6,548,415 warrants (Globetrotter) were cashed-out and are no longer exercisable. As a result of these transactions, the reporting persons now report 0 shares beneficially owned (0.0% of the class) and thereby cease to be 5% holders as of 3 July 2025.

Following completion of the offer, director Joseph Osnoss resigned from the Global Blue board. The filing attaches an amended Annex A listing directors of the Silver Lake general partners and adds Exhibit 99.1 containing that information.

This amendment is limited to updating ownership, identity disclosures and purpose-of-transaction details; all other information in prior filings remains unchanged.

Positive

• Completion of Shift4 tender offer provides shareholders with immediate cash at $7.50 per ordinary share and $10 per Series A preferred, crystallising value.
• Over 142 million shares and 9.25 million warrants were tendered, eliminating a sizable private-equity overhang and simplifying the cap table.

Negative

• Silver Lake’s exit removes a long-term strategic investor, potentially reducing institutional support and signalling full control by Shift4.
• Resignation of director Joseph Osnoss creates short-term governance transition risk until a new board structure is confirmed.

Insights

Financial Analyst

TL;DR Shift4’s tender offer closed; Silver Lake tendered 100% of its 142 M+ shares & warrants, exiting Global Blue at $7.50/$10 cash.

Impact assessment: The transaction removes a large private-equity overhang and confirms a full change-of-control at pre-negotiated cash prices. The roughly US$1.2 billion gross proceeds to Silver Lake (142 M ordinary-share equivalents × blended price ≈ $8.4) suggest a clean exit and validate the valuation underlying Shift4’s strategic expansion into tax-free shopping payments. For remaining public investors, liquidity is now concentrated in Shift4’s hands, and the free float will shrink sharply once merger mechanics complete, implying potential delisting down the line. While price terms were announced in February, the filing provides final confirmation that all shares were accepted and paid. Governance shifts are underway—Joseph Osnoss’s resignation foreshadows a reconstituted board aligned with Shift4.

Corporate Governance Expert

TL;DR Silver Lake’s exit ends its board representation; control passes to Shift4, triggering governance realignment.

The amendment documents the formal relinquishment of equity and board influence by Silver Lake. With zero ownership, its affiliated director resigned, eliminating potential conflict-of-interest issues during post-merger integration. The Schedule 13D amendment also satisfies Section 13(d) requirements by noting cessation of 5% ownership. Investors should monitor subsequent filings for board re-composition, potential squeeze-out or listing status changes. From a compliance standpoint, the clean break reduces related-party complexities in future disclosures.

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): July 3, 2025

ContextLogic Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39775	27-2930953
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2648 International Blvd., Ste 115
Oakland, California				94601
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 965-8476

N/A

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		LOGC		OTCQB
Preferred Stock Purchase Rights		N/A		N/A

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 1.01 Entry into a Material Definitive Agreement

Second Amended and Restated Reorganization Agreement

In connection with the ContextLogic Inc. (“ContextLogic” or the “Company”) 2025 Annual Meeting of Stockholders to be held on July 10, 2025 (the “Annual Meeting”), ContextLogic’s stockholders will vote on a proposal to approve an agreement and plan of reorganization (the “Reorganization Agreement”) as disclosed in our amended and restated proxy statement filed with the SEC on June 18, 2025 (the “Proxy Statement”).

On June 27, 2025, Institutional Shareholder Services (“ISS”) issued a recommendation to ContextLogic’s stockholders that they should vote against the Reorganization Proposal based on the fact that the transfer restrictions (the “Transfer Restrictions”) applicable to the common stock of Easter Parent, Inc. (“Holdings”) that would restrict any person from buying or selling our stock if the transfer would result in a stockholder owning 4.9% or more of our stock, did not, at the latest, expire three years after the effective date of the Transfer Restrictions.

To address the ISS concerns, on July 3, 2025, the Boards of Directors of the Company, Holdings, and Easter Merger Sub, Inc. (“Merger Sub”), have agreed to amend the Reorganization Agreement to provide that the Transfer Restrictions will expire no later than the third anniversary of the Reorganization.

Following the Board’s above action, the term “Expiration Date” in Article XIV of the form of Second Amended and Restated Certificate of Incorporation of Holdings (the “Second A&R Certificate”) reads in substance as follows:

“(h) “Expiration Date” means the earliest of (i) the repeal of Section 382 of the Code or any successor statute if the Board determines that this Article XIV is no longer necessary or desirable for the preservation of Tax Benefits; (ii) such date as the Board shall fix in its discretion; or (iii) the beginning of a taxable year of the Corporation to which the Board determines that no Tax Benefits may be carried forward; or (iv) the date that is the third anniversary of the filing and effectiveness of this Certificate of Incorporation.”

The amendment described above will be effected by the Second Amended and Restated Agreement and Plan of Reorganization (the “Second A&R Reorganization Agreement”), which amends and restates the Amended and Restated Agreement and Plan of Reorganization, dated as of June 9, 2025, by and among the Company, Holdings, and Merger Sub.

The Company has supplemented its proxy materials, on file with the Securities and Exchange Commission, to make clear that a vote in favor of the Reorganization Proposal will be deemed by the Board as the stockholders’ approval of the above definition of “Expiration Date” and the Board will not take further action to amend such definition without stockholder approval.

The foregoing summaries of the Second A&R Agreement and the Second A&R Certificate do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Second A&R Agreement and the Second A&R Certificate, which are attached hereto as Exhibits 2.1 and 3.1 and are incorporated herein by reference.

Item 8.01. Other Events.

Shareholder Communications

In connection with the Annual Meeting, ContextLogic will disseminate communications to shareholders on or around July 3, 2025 to urge them to vote “FOR” the proposals at the Annual Meeting. The full text of these communications is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Second Amended and Restated Agreement and Plan of Reorganization, dated as of July 3, 2025, by and among ContextLogic Inc., Easter Parent, Inc., and Easter Merger Sub, Inc.
3.1		Form of Second Amended and Restated Certificate of Incorporation of Holdings
99.1		ContextLogic Shareholder Communications
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.

			ContextLogic Inc.
Date:	July 3, 2025	By:	/s/ Rishi Bajaj
			Rishi Bajaj Chief Executive Officer Principal Executive Officer

FAQ

What did Schedule 13D/A reveal about Silver Lake's stake in GB?

The filing shows Silver Lake entities now own 0 shares (0.0%) after tendering all holdings to Shift4.

How many Global Blue shares were tendered and at what price?

Silver Lake tendered 126,102,310 ordinary-share equivalents at $7.50 and 16,909,624 Series A preferred at $10.00.

When did Shift4's tender offer for Global Blue expire?

The offer expired one minute after 11:59 p.m. on 2 July 2025 (New York City time).

What happened to Global Blue warrants held by Silver Lake?

A total of 9,250,350 warrants were cashed out and are no longer exercisable for ordinary shares.

Did any board members resign following the transaction?

Yes. Joseph Osnoss, a Silver Lake affiliate, resigned from Global Blue’s board after the tender offer closed.