As filed with the U.S. Securities and Exchange Commission on January 16, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ContextLogic Holdings Inc.

(Exact name of registrant as specified in its charter)

2648 International Blvd., Ste 301

Oakland, CA 94601

(415) 965-8476

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Mark Ward

President

ContextLogic Holdings Inc.

2648 International Blvd Ste 301

Oakland, CA 94601

(415) 965-8476

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:


David A. Curtiss McDermott Will & Schulte LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000	Heidi Steele McDermott Will & Schulte LLP 444 West Lake Street Chicago, IL 60606 Telephone: (312) 372-2000	Craig E. Marcus Christopher J. Capuzzi Sarah Schaffer Raux Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Telephone: (617) 951-7000	Boris Dolgonos Jonathan Gill Proskauer Rose LLP 11 Times Square New York, NY 10036 Telephone: (212) 969-3000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 16, 2026

PRELIMINARY PROSPECTUS

ContextLogic Holdings Inc.

Subscription Rights to Purchase Up to $115,000,000 in Shares of ContextLogic Common Stock,

representing 14,375,000 Shares of ContextLogic Common Stock in the Aggregate

We are conducting a rights offering pursuant to which we are distributing to the holders of ContextLogic Holdings Inc. (“ContextLogic” or the “Company”) common stock, par value $0.0001 per share (“ContextLogic common stock”), subscription rights to purchase up to 14,375,000 shares of ContextLogic common stock (the “Rights Offering”). Holders of ContextLogic common stock will receive a subscription right at no charge for each share of ContextLogic common stock owned at 5:00 p.m. in New York City, on , 2026 (the “Effective Date”). The subscription rights are not separable from the ContextLogic common stock to which they are attached and prior to their exercise will only be transferable to the extent that the shares of ContextLogic common stock to which they are attached are transferred from and after the Effective Date. Subscription rights attach to the ContextLogic common stock in respect of which they are issued and will not be separately transferable. ContextLogic common stock is traded on the OTCQB Venture Market on the OTC Markets (“OTCQB”) under the symbol “LOGC.” On January 15, 2026, the last reported sale price of ContextLogic common stock on OTCQB was $7.90 per share.

Each subscription right will entitle the holder to purchase 0.53486 shares of ContextLogic common stock at an exercise price of $8.00 per share. If all of the subscription rights are exercised in this Rights Offering, the total purchase price for the ContextLogic common stock sold in the Rights Offering will be $115 million.

This Rights Offering is being conducted in connection with the pending acquisition of US Salt Parent Holdings, LLC (“US Salt” and such transaction, the “US Salt Acquisition”) by our subsidiary ContextLogic Holdings, LLC, a Delaware limited liability company (“Holdings”), pursuant to the Purchase Agreement dated December 8, 2025 (the “Purchase Agreement”) whereby Holdings will acquire US Salt. We expect the consideration for the US Salt Acquisition to come from the financings described herein, including this Rights Offering, and cash on hand. This Rights Offering will close immediately prior to the closing of the US Salt Acquisition. However, this Rights Offering is not contingent upon the other financings described herein. There can be no assurance that the US Salt Acquisition or such financings will be consummated on the terms described herein, or at all. See “The US Salt Acquisition, Backstop Agreements and Financings.” We reserve the right to cancel this Rights Offering at any time. If this Rights Offering is canceled or if the US Salt Acquisition is not consummated, the exercise price will be promptly returned by mail to exercising holders, without interest or deduction. If the Rights Offering is canceled, the subscription rights will not be exercisable and will have no value. Delivery of purchased shares will take place as soon as practicable after the closing of the Rights Offering.

Simultaneously with entering into the Purchase Agreement, Holdings entered into a backstop agreement with BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“BCP” and such agreement, the “BCP Backstop Agreement”) and ContextLogic entered into backstop agreements with each of Abrams Capital Partners I, L.P., a Delaware limited partnership (“ACP I”) and Abrams Capital Partners II, L.P., a Delaware limited partnership (“ACP II,” together with ACP I, “Abrams Capital,” and such agreements, the “Abrams Backstop Agreements” and, together with the BCP Backstop Agreement, the “Backstop Agreements”). Under the respective Backstop Agreements, in the event the Rights Offering is not fully subscribed at the expiration of the Rights Offering Period (defined below), (i) BCP is obligated to purchase Class A Convertible Preferred Units (the “Preferred Units”) from Holdings at a price of $8.00 per Preferred Unit (the “Per Unit Subscription Price”) for an aggregate amount not to exceed $92,000,000 (the “BCP Cap”) and (ii) each of ACP I and ACP II is obligated to purchase shares of ContextLogic common stock from ContextLogic at a price of $8.00 per share (the “Per Share Subscription Price”), for an aggregate amount not to exceed (a) $1,570,900 for ACP I (the “ACP I Cap”) and (b) $21,429,100 for ACP II (the “ACP II Cap” and, together with the BCP Cap and the ACP I Cap, each a “Cap”). For the avoidance of doubt, in no event will the purchase price under the respective backstops exceed the BCP Cap, ACP I Cap, or ACP II Cap, as applicable.

The subscription rights are exercisable beginning on the date of this prospectus and will expire if they are not exercised by 5:00 p.m. in New York City, on , 2026 (the “Expiration Time”), unless extended by us from time to time in our sole discretion. Subscription rights that are not exercised by the Expiration Time of the Rights Offering will expire and will have no value.

During the period of the Rights Offering, i.e., following the Effective Date and until the Expiration Time (the “Rights Offering Period”), the subscription rights will remain attached to and trade along with the associated ContextLogic common stock. To indicate that the ContextLogic common stock is trading with the associated subscription rights attached, the ContextLogic common stock is expected to trade under the symbol “LOGCD” for the duration of the Rights Offering Period. Therefore, if a holder transfers shares of ContextLogic common stock during the period of the Rights Offering, the subscription rights associated with those shares of ContextLogic common stock will transfer along with the shares of ContextLogic common stock. Upon submission of a holder’s ContextLogic common stock for exercise of subscription rights, the ContextLogic common stock will be held in a suspense account and will cease to trade. Since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. The rights are not separately tradable or transferable from the shares of ContextLogic common stock. At consummation of the Rights Offering, the ContextLogic common stock to be issued pursuant to validly exercised subscription rights will be issued, and the associated ContextLogic common stock will be released from the suspense account and returned to the holders who exercised such subscription rights. From and after the Expiration Time, the ContextLogic common stock will again trade under the symbol “LOGC”.

Holders who exercise their subscription rights will not be entitled to revoke their exercise. Holders who do not exercise their subscription rights will relinquish any value inherent in the subscription rights and their relative ownership level of outstanding ContextLogic common stock will decrease as a result of the increase in outstanding ContextLogic common stock resulting from this Rights Offering and the Backstop Agreements.

In order to preserve certain of our tax benefits, ContextLogic’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) contains restrictions on transfer to prohibit any person, entity or group from becoming a holder of 4.9% or greater of ContextLogic common stock, the increase in ownership of any existing stockholder who owns 4.9% or greater of ContextLogic common stock, or certain transfers by a stockholder holding 4.9% or more of outstanding shares of ContextLogic common stock. As a result, there are limitations on the exercise of the subscription rights as described in this prospectus if, as a result of such subscription a stockholder would hold 4.9% or greater of ContextLogic common stock upon completion of the Rights Offering.

We are a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we have elected to rely on certain reduced public company disclosure requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

We are not requiring a minimum individual or overall subscription to complete this Rights Offering. In connection with this Rights Offering, we have engaged Equiniti Trust Company, LLC (“Equiniti”) to serve as the rights agent, and D.F. King & Co., Inc. to serve as information agent. The rights agent will hold in escrow the funds we receive from subscribers until we complete or cancel the Rights Offering.

This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than those being offered in this Rights Offering.

This prospectus is not an offer to sell and we are not soliciting an offer to buy in any state or other jurisdiction in which the offer or sale is not permitted, see “Plan of Distribution” in this prospectus.

Exercising the subscription rights and investing in ContextLogic common stock involves a high degree of risk. Before buying any shares, you should read the discussion of material risks of investing in ContextLogic common stock under the caption “Risk Factors” on page 34 of this prospectus, the sections titled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025 and April 17, 2025, respectively, in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed with the SEC on May 9, 2025, June 30, 2025, filed with the SEC on August 7, 2025, and September 30, 2025, filed with the SEC on October 28, 2025, and in our amended and restated Definitive Proxy Statement on Schedule 14A, filed on June 18, 2025, supplemented by the additional definitive proxy materials filed on July 3, 2025, and as further updated from time to time by our subsequent filings with the SEC, which are incorporated by reference into this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS


			Page
ABOUT THIS PROSPECTUS			1
INDUSTRY AND MARKET DATA			2
TRADEMARKS			2
NON-GAAP FINANCIAL INFORMATION			2
PRESENTATION OF ACQUIRED COMPANY FINANCIAL INFORMATION			3
QUESTIONS AND ANSWERS ABOUT THIS RIGHTS OFFERING			4
PROSPECTUS SUMMARY			11
SUMMARY OF THE RIGHTS OFFERING			17
SUMMARY CONDENSED CONSOLIDATED FINANCIAL DATA OF THE COMPANY			25
SUMMARY CONDENSED CONSOLIDATED FINANCIAL DATA OF US SALT HOLDINGS, LLC			27
SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA INFORMATION			29
SUMMARY OF RISK FACTORS			32
RISK FACTORS			34
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			61
USE OF PROCEEDS			63
DILUTION			64
DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS			65
THE US SALT ACQUISITION, BACKSTOP AGREEMENTS AND FINANCINGS			66
THE RIGHTS OFFERING			73
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			94
BUSINESS			110
MANAGEMENT			131
EXECUTIVE COMPENSATION			134
NO BOARD RECOMMENDATION			142
PLAN OF DISTRIBUTION			143
DESCRIPTION OF SECURITIES			144
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS			145
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			150
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			151
EXPERTS			152
LEGAL MATTERS			152
WHERE YOU CAN FIND MORE INFORMATION			153
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			154

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC. The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our securities, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference into this prospectus with respect to the Rights Offering. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus with respect to the Rights Offering. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this prospectus is accurate as of any date other than the date of such incorporated document.

The distribution of this prospectus and the Rights Offering and the sale of our securities in certain jurisdictions may be restricted by law. No action has been taken in any jurisdiction outside the United States to permit an offering of our securities or possession or distribution of this prospectus in that jurisdiction. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer, issue and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.

We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on its cover page. Our business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

The industry and market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data is also based on our good faith estimates. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

Some information in this prospectus concerning processing volumes, market demand, and other industry information, including general expectations concerning evaporated salt, salt manufacturing, and other salt products, are based on estimates prepared by US Salt using certain assumptions and their knowledge of these industries as well as data from third party sources. These estimates, in particular as they relate to our general expectations concerning the salt industry, involve risks and uncertainties and are subject to changes based on various factors, including those discussed under “Risk Factors” in this prospectus.

TRADEMARKS

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Rights Offering circular may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

NON-GAAP FINANCIAL INFORMATION

This prospectus includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) including, among others, EBITDA, Adjusted EBITDA, and Free Cash Flow, and that may be different from non-GAAP financial measures used by other companies. Each of the Company and US Salt believes that the use of these non-GAAP financial measures provides an additional tool for investors and potential investors to use in evaluating its ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. To the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.

US Salt calculates EBITDA as earnings (loss) from continuing operations attributable to US Salt or net income attributable to US Salt, as applicable, before interest, taxes, depreciation and amortization, which is then adjusted to remove or add back certain items in the calculation of Adjusted EBITDA. These items are identified in the reconciliations of net cash provided by (used in) operating activities to Free Cash Flow or net income attributable to US Salt to EBITDA, and Adjusted EBITDA.

Our calculation of EBITDA, Adjusted EBITDA, and Free Cash Flow may be different from the calculation used by other companies for non-GAAP financial measures having the same or similar names; therefore, they may not be comparable to other companies. See “— Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Non-GAAP Financial Measures” for reconciliations of EBITDA, Adjusted EBITDA, and Free Cash Flow to the most comparable GAAP measure for each.

TABLE OF CONTENTS

PRESENTATION OF ACQUIRED COMPANY FINANCIAL INFORMATION

The financial information included in this Registration Statement with respect to the US Salt Acquisition is financial information of US Salt Holdings, LLC and its consolidated subsidiaries. There are no audited financial statements of the acquired entity, US Salt Parent Holdings, LLC, for any periods presented in this Registration Statement. US Salt Holdings, LLC is a wholly-owned subsidiary of US Salt Parent Holdings, LLC. US Salt Parent Holdings, LLC is a holding company and does not have any assets or liabilities on a stand-alone basis, and does not earn any revenues or incur any expenses on a stand-alone basis. Therefore, all assets, liabilities, revenues and expenses that would be included in the financial statements of US Salt Parent Holdings, LLC for the years ended December 31, 2024 and December 31, 2023, and for the nine-month periods ended September 30, 2025 and September 30, 2024 or otherwise presented in this Registration Statement, are related to US Salt Holdings, LLC and its consolidated subsidiaries. The statements of operations of US Salt Parent Holdings, LLC and its consolidated subsidiaries for the years ended December 31, 2024 and December 31, 2023, and for the nine-month periods ended September 30, 2025 and September 30, 2024 or otherwise presented in this Registration Statement, and total members’ equity of US Salt Parent Holdings, LLC and its consolidated subsidiaries as of the end of each such fiscal year or nine-month period, in each case that would be included in the consolidated financial statements of US Salt Parent Holdings, LLC, do not differ from the statements of operations for such fiscal years and nine-month periods and total member’s equity as of the end of such fiscal years and nine-month periods of US Salt Holdings, LLC and its consolidated subsidiaries that is presented in this Registration Statement. Notwithstanding the foregoing, to the extent recognized at the parent-company level, share-based compensation at US Salt Parent Holdings, LLC and equity subscription transactions by employees and management could result in differences from the financial information of US Salt Holdings, LLC presented in this Registration Statement.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THIS RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. You should carefully read this prospectus and the documents incorporated by reference in this prospectus as they contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering. We urge you to read this entire prospectus, our financial statements and related notes and the other information incorporated by reference herein as described under the section entitled “Incorporation of Certain Information by Reference.”

Q:	What are we offering in this prospectus?

We are conducting a rights offering. We issued a subscription right with respect to each share of ContextLogic common stock outstanding as of the close of business on the Effective Date at no charge to our stockholders. Through this prospectus, we are offering the shares of ContextLogic common stock that holders of subscription rights may purchase upon exercise of their subscription rights.

Q:	Who may participate in this Rights Offering?

We distributed subscription rights to the holders of ContextLogic common stock as of the close of business on the Effective Date. Since the subscription rights attach to these shares of ContextLogic common stock and trade with them until they are exercised or the Expiration Time, any purchaser or other transferee of these shares of ContextLogic common stock after the Effective Date and prior to the expiration or termination of this Rights Offering will be permitted to exercise the subscription rights attached — or “stapled” — to such shares of ContextLogic common stock.

Q:	What is the subscription right I am entitled to for each subscription right?

A:	Each subscription right carries with it a basic subscription right to purchase 0.53486 shares of ContextLogic common stock at the Expiration Time.

Q:	What is the basic subscription right each subscription right gives me the right to purchase?

Each subscription right issued under this Rights Offering entitles you to purchase 0.53486 shares of ContextLogic common stock at an exercise price of $8.00 per share. You may exercise any number of your subscription rights, or you may choose not to exercise any of the subscription rights issued to you. We will not distribute any fractional shares, but instead will round fractional shares down to the nearest whole share of ContextLogic common stock.

Q:	How long will the subscription period last?

You will be able to exercise your subscription rights only during a limited period. If you do not exercise your subscription rights before the Expiration Time, your subscription rights will expire and be of no further value. We may, in our sole discretion, as described below decide to extend this Rights Offering until some later time or may choose to terminate the Rights Offering. If we extend the expiration time, we will give oral or written notice to the rights agent on or before the Expiration Time, followed by a press release no later than 5:00 p.m., New York City time, on the next business day after the previously scheduled Expiration Time. If we elect to extend the Rights Offering for a period of more than 30 days, then holders who have subscribed for rights may cancel their subscriptions and receive a refund of all money submitted to date.

Q:	Is there any limit on how long the subscription period will last?

A:	Although the Rights Offering is scheduled to remain open until the Expiration Time, we retain the ability to extend the Rights Offering for as long or as many times as our Board (defined below) determines is necessary to consummate the Rights Offering or otherwise in our best interests.

Q:	Am I required to participate in this Rights Offering?

No.

TABLE OF CONTENTS

Q:	What happens if I choose not to exercise my subscription rights?

You will retain your current number of shares of ContextLogic common stock even if you do not exercise your subscription rights. If you choose not to exercise your subscription rights, then the percentage of ContextLogic common stock that you own is expected to decrease upon closing of this Rights Offering. The magnitude of the reduction of your percentage ownership will depend upon the extent to which you and the other stockholders exercise their rights. See “Risk Factors — Risks Related to The Rights Offering — Holders who do not fully exercise their subscription rights will have their interests diluted” for more information regarding the amount of potential dilution.

Q:	How do I exercise my subscription rights?

A:	If you are a holder of ContextLogic common stock, you may exercise your subscription rights by taking the following steps and ensuring the exercise is fully completed in the manner described below at or prior to the Expiration Time:

Procedure for holders of record of ContextLogic common stock

If you are a holder of record and you hold your shares of ContextLogic common stock in book-entry form, you must provide the following to the rights agent at the address set forth below so they are received at or prior to the Expiration Time:

•	your properly completed and executed subscription rights exercise certificate with any required signature guarantees or other supplemental documentation;

•	your ContextLogic common stock that is “stapled” to such subscription rights; and

•

your full exercise price payment for each share of ContextLogic common stock subscribed for based upon your subscription rights. If you use the mail, we recommend that you use insured, registered mail, with a return receipt requested. If you pay by an uncertified personal check, your subscription rights will not be deemed exercised until such uncertified check clears.

All of the above must be RECEIVED by the rights agent by the Expiration Time at the following address:

Equiniti Trust Company, LLC

Operations Center

Attn: Onbase - Reorganization Depart.

1110 Centre Pointe Curve, Suite # 101

Mendota Heights, MN 55120

For assistance call (877) 248-6417 or (718) 921-8317

If your payment is being made by an uncertified personal check, you must allow significant additional time for your check to clear at or prior to the Expiration Time, and your subscription rights will not be deemed exercised until such uncertified check clears. The method of delivery of any documentation and/or payment to the rights agent is at your own risk. Overnight courier or hand delivery is recommended. If you choose to use regular mail, however, it is recommended that you use insured, registered mail, return receipt requested. See “The Rights Offering — Rights Agent; Delivery of Subscription Materials and Payment.”

Procedure for holders of ContextLogic common stock through a broker, bank, or other nominee:

If you are a holder and you hold shares of ContextLogic common stock through The Depository Trust Company (“DTC”), you must arrange to have your broker, bank, or other nominee effect all required steps on your behalf by the requisite deadlines so that DTC may convey your subscription exercise to the rights agent at or prior to the Expiration Time.

•

you must provide your instructions to your broker, bank, or other nominee (in the format requested by your nominee) to instruct DTC to transfer your shares of ContextLogic common stock associated with the subscription rights to be exercised to a suspense account at DTC on behalf of the rights agent, to be held in escrow for you until after the Expiration Time;

•	you must also provide instructions to your broker, bank, or other nominee (in the format requested by your nominee) of the number of shares of ContextLogic common stock for which you wish to have your nominee exercise the associated subscription rights on your behalf at the exercise price;

TABLE OF CONTENTS

•	you must make any necessary payment arrangements with your broker, bank, or other nominee;

•	you must follow any special instructions provided to you by your broker, bank, or other nominee (in the format requested by your nominee) with respect to the exercise of your subscription rights; and

•

upon submission of your exercise of subscription rights, your shares of ContextLogic common stock will be held in a suspense account until after the Expiration Time, at which time your shares will be returned to your nominee on your behalf. See “The Rights Offering — Rights Agent; Delivery of Subscription Materials and Payment.”

DO NOT SEND ANY INSTRUCTIONS TO US OR THE RIGHTS AGENT. YOUR INSTRUCTIONS MUST BE PROVIDED TO YOUR BROKER, BANK, OR OTHER NOMINEE (IN THE FORMAT REQUESTED BY YOUR NOMINEE).

Upon submission of your ContextLogic common stock for exercise of subscription rights, the ContextLogic common stock will be held in a suspense account and will cease to trade. Since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. The rights are not separately tradable or transferable from the shares of ContextLogic common stock. At consummation of the Rights Offering, the ContextLogic common stock to be issued pursuant to your validly exercised subscription rights will be issued, and the associated ContextLogic common stock will be released from the suspense account and returned to you.

The rights agent will not deliver any certificates to, or make book-entry transfers on behalf of, any holder in California, or any other state where qualification is required, unless and until the offer and sale of the subscription rights and ContextLogic common stock have been qualified in that state.

The Company may choose to qualify its ContextLogic common stock in Arizona, rely on the limited offering exemption which requires a $500,000 cap, or rely on a self-executing exemption. The aggregate amount of ContextLogic common stock we are offering to Arizona residents pursuant to this Rights Offering is limited to $500,000, and we will not issue more than this amount of ContextLogic common stock to holders of subscription rights residing in Arizona upon exercise of their subscription rights. Therefore, unless we choose to qualify the offering in Arizona or can rely on a separate exemption for any subscription, if the rights agent receives exercise documentation that otherwise would require us to issue to Arizona residents more than $500,000 (or approximately 62,500 shares assuming an offering price of $8.00 per share) of ContextLogic common stock, we will issue to all such exercising holders their pro rata portion of such amount of ContextLogic common stock and return the excess payment amount, if any, to such stockholders, without interest, as soon as practicable after the Expiration Time.

Q:	What should I do if I want to exercise my subscription rights but my shares are held in the name of my broker, custodian bank or other nominee?

If you hold shares of ContextLogic common stock through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of this Rights Offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you. To indicate your decision, you should complete and return to your broker, custodian bank or other nominee the forms provided by them. You should receive this form from your broker, custodian bank or other nominee with the other offering materials. You should contact your broker, custodian bank or other nominee if you believe you are entitled to participate in this Rights Offering but you have not received this form.

Q:	What restrictions may there be on my right to exercise my subscription rights?

Our ability to utilize our net operating losses (“NOLs”) could be greatly reduced if we were to undergo an “ownership change” as that term is defined under federal income tax regulations. In order to preserve certain of our tax benefits, the “Certificate of Incorporation” contains restrictions on transfer to prohibit any person, entity or group from becoming a holder of 4.9% or greater of ContextLogic common stock, the increase in ownership of any existing stockholder who owns 4.9% or greater of ContextLogic common stock, or certain transfers by a stockholder holding 4.9% or more of outstanding shares of ContextLogic common stock. As a result, there are limitations on the exercise of the subscription rights as described in this prospectus. Without the approval of our Board, no holder will be issued shares as a result of such subscriptions if the holder will hold 4.9% or greater of outstanding ContextLogic common stock following completion of the Rights Offering, which if this Rights Offering is fully subscribed will be 2,021,303 shares.

TABLE OF CONTENTS

Therefore, in order to comply with the transfer restriction mechanics of our Certificate of Incorporation and avoid an “ownership change” as a result of this Rights Offering: (1) by exercising subscription rights, each holder will represent to us that such holder was not an owner, directly or indirectly (as described in this prospectus and the transfer restrictions), of 4.9% or more of outstanding shares of ContextLogic common stock, 1,316,928 shares based on 26,876,099 shares of ContextLogic common stock outstanding as of January 15, 2026; (2) if such exercise would result in such holder owning, directly or indirectly, more than 1,316,928 shares of ContextLogic common stock, such holder must notify the information agent at the email address set forth under “The Rights Offering—Information Agent; Questions about Exercising Subscription Rights”; (3) if requested, each holder will provide us with additional information regarding the amount of ContextLogic common stock that the holder owns; (4) we may instruct the rights agent to hold any subscription payments separately pending our determination of any ownership issues; and (5) we will have the right to instruct the rights agent to refuse to honor such holder’s exercise to the extent such exercise of subscription rights might, in our sole and absolute discretion, result in such holder owning 4.9% or more of ContextLogic common stock. By exercising subscription rights in this Rights Offering, you agree that the transfer restriction mechanics in our Certificate of Incorporation are valid, binding and enforceable against you. See “The Rights Offering — Transfer Restrictions” for a discussion on the transfer restrictions.

Q:	What should I do if I want to exercise my subscription rights and I am a stockholder in a foreign country or in the Armed Services?

The rights agent will not mail any Rights Offering materials to you if you are a holder of subscription rights whose address is outside the United States or if you have an Army Post Office or a Fleet Post Office address. To exercise your rights, you must notify the rights agent on or prior to 5:00 p.m., New York City time, on , 2026, and take all other steps which are necessary to exercise your rights, on or prior to that time. If you do not follow these procedures prior to the Expiration Time, your rights will expire.

Q:	Will I be charged a sales commission or a fee if I exercise my subscription rights?

A:	No. We will not charge a brokerage commission or a fee to rights holders for exercising their subscription rights. However, if you exercise your subscription rights through a broker or nominee, you will be responsible for any fees charged by your broker or nominee.

Q:	What are the United States federal income tax consequences of exercising my subscription rights as a holder of ContextLogic common stock?

A holder of ContextLogic common stock generally will not recognize income or loss for federal income tax purposes in connection with the receipt or exercise of subscription rights in this Rights Offering. We urge you to consult your own tax advisor with respect to the particular tax consequences of this Rights Offering to you. See “Material U.S. Federal Income Tax Consequences” for more information on the tax consequences of this Rights Offering.

Q:	When will I receive the shares purchased in this Rights Offering?

We will issue certificates or make the necessary book-entry issuances representing shares purchased in this Rights Offering to you or to the DTC on your behalf, as the case may be, as soon as reasonably practicable after the completion of the Rights Offering, which is expected to occur immediately prior to the closing of the US Salt Acquisition and will follow the Expiration Time.

Q:	If this Rights Offering is not completed, will my subscription payment be refunded and my shares of ContextLogic common stock be returned to me?

Yes. The rights agent will hold all funds it receives and shares of ContextLogic common stock in escrow until completion of this Rights Offering. If this Rights Offering is not completed, the rights agent will return promptly, without interest, all subscription payments and shares of ContextLogic common stock.

Q:	Are there risks in exercising my subscription rights?

Yes. The exercise of your rights involves risks. Exercising your rights means buying additional shares of ContextLogic common stock and should be considered as carefully as you would consider any other equity investment in our company. Among other things, you should carefully consider the risks described under the heading “Risk Factors,” in this prospectus.

TABLE OF CONTENTS

Q:	After I exercise my subscription rights, can I change my mind and cancel my purchase?

No. Once you send in your subscription exercise certificate, shares of ContextLogic common stock and payment, you will not be able to revoke the exercise of your subscription rights even if you later learn information about us that you consider to be unfavorable and even if the market price of ContextLogic common stock is below the subscription exercise price. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of ContextLogic common stock at the subscription exercise price.

Q:	May I transfer my subscription rights if I do not want to purchase any shares?

No. The subscription rights attach to shares of ContextLogic common stock and are not separately transferable. Transfer of ownership of a share of ContextLogic common stock, however, after the Effective Date and before the earlier of the Expiration Time or any subscription right associated with such share is exercised will also transfer ownership of the subscription right issued with respect to such share. If you choose to exercise your subscription rights, you will not be able to transfer your shares of ContextLogic common stock that are “stapled” to such subscription rights until the Rights Offering is completed or canceled.

Q:	Can I sell my shares after I have exercised my subscription rights?

No. In order to subscribe for the rights issued to you as a holder of ContextLogic common stock, you must submit your shares of ContextLogic common stock, with your rights certificate and payment of the exercise price. The shares of ContextLogic common stock submitted as part of the subscription process will not be transferable until they are returned to you upon completion or cancellation of the Rights Offering.

Q:	If I purchase shares after the Rights Offering has commenced, will I be able to participate in the Rights Offering?

Yes, upon commencement of the Rights Offering and distribution of the subscription rights to holders, the shares of ContextLogic common stock and the subscription rights that are “stapled” to the ContextLogic common stock. Since stock trades may take a business day to settle, please note that if you purchase shares late in the Rights Offering period, you may not receive your shares in time to exercise the attached subscription rights. We are under no obligation, and have no intention, to adjust our procedures to accommodate holders who acquire shares after the Rights Offering has commenced. Additionally, since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. Holders should submit their trades before the last day of the Rights Offering Period. We are under no obligation, and have no intention, to adjust our procedures to accommodate holders who acquire shares of ContextLogic common stock after the Rights Offering has expired.

Q:	Why is ContextLogic engaging in this Rights Offering?

We are making this Rights Offering in order to raise up to $115 million, before expenses, in new capital to be used to pay a portion of the $907.5 million in aggregate cash and equity consideration we have agreed to pay in the US Salt Acquisition. This Rights Offering is conditioned upon, and will not close unless, the conditions to closing of the US Salt Acquisition have been met.

Q:	How were the terms of the Rights Offering and the exercise price established?

A:	The exercise price for the Rights Offering was determined based on the determination of our management and Board.

Q:	What is the Board’s recommendation regarding this Rights Offering?

A:	Our Board is not making any recommendation as to whether you should exercise your subscription rights. You should make your decision based on your own assessment of this Rights Offering and our company.

Q:	How many shares of ContextLogic common stock will be outstanding after this Rights Offering?

As of January 15, 2026, we had 26,876,099 shares of ContextLogic common stock issued and outstanding. After the closing of the US Salt Acquisition, this Rights Offering and the Backstop Agreements, we anticipate that we will have approximately 41,251,099 shares of ContextLogic common stock outstanding, assuming all the subscription rights that are issued pursuant to the Rights Offering are exercised in full or purchased pursuant to the Backstop Agreements.

TABLE OF CONTENTS

Q:	Will the new shares be traded on OTCQB and treated like other shares?

Yes. ContextLogic common stock is traded on OTCQB. During the Rights Offering Period, the subscription rights will remain attached to and trade along with the associated ContextLogic common stock. Therefore, if a holder transfers shares of ContextLogic common stock during the period of the Rights Offering, the subscription rights associated with those shares of ContextLogic common stock will transfer along with the shares of ContextLogic common stock. Upon submission of a holder’s ContextLogic common stock for exercise of subscription rights, the ContextLogic common stock will be held in a suspense account and will cease to trade. Since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. The rights are not separately tradable or transferable from the shares of ContextLogic common stock. At consummation of the Rights Offering, the ContextLogic common stock to be issued pursuant to validly exercised subscription rights will be issued, and the associated ContextLogic common stock will be released from the suspense account and returned to the holders who exercised such subscription rights.

Q:	Can the Board amend or withdraw this Rights Offering?

Yes. We reserve the right to cancel the Rights Offering at any time. If canceled, the subscription funds and any underlying shares will be promptly returned to exercising holders of the subscription right, without interest or deduction. If this Rights Offering is canceled, the subscription rights will not be exercisable and will have no value. We also reserve the right to extend the Expiration Time and to amend the terms or conditions of the Rights Offering. If this Rights Offering is extended, the rights agent will hold your subscription certificate, shares and subscription funds.

Further, if we make any fundamental changes to the terms set forth in this prospectus, including a change in the exercise price or number of shares of ContextLogic common stock purchasable upon exercise of a subscription right, we expect to file a revised prospectus, offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions, issue a refund of any money advanced by such stockholder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC. In addition, upon such event, we may extend the Expiration Time of this Rights Offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this Rights Offering and the new Expiration Time. The terms of the Rights Offering cannot be modified or amended after the Expiration Time.

Q:	Are there limitations on where these subscription rights may be distributed and where subscription rights may be exercised?

This prospectus is not an offer to sell and we are not soliciting an offer to buy our ContextLogic common stock in any state or other jurisdiction in which the offer or sale is not permitted. We have applied for qualification of this Rights Offering with certain state securities commissions, including California. We have the discretion to delay or to refuse to distribute any shares any holder may elect to purchase through the exercise of subscription rights if we deem it necessary to comply with applicable securities laws, including state securities and blue sky laws.

Our application for qualification with the Department of Business Oversight of the State of California related to this Rights Offering was not effective as of the date of this registration statement. Unless our application becomes effective prior to the Expiration Time, we will not be permitted to offer or sell the subscription rights or ContextLogic common stock in the State of California or communicate to a stockholder located in the State of California that we are accepting their subscription to purchase shares in this Rights Offering.

TABLE OF CONTENTS

Q:	What should I do if I have other questions or need assistance?

A:	We have appointed D.F. King & Co., Inc. as information agent for the Rights Offering. Any questions or requests for additional copies of this prospectus or any ancillary documents may be directed to the information agent at the following address, telephone number and email:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Toll Free: (888) 542-7446

Email: logc@dfking.com

For a more complete description of this Rights Offering, see “The Rights Offering.”

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus (including documents incorporated by reference herein). Because this is only a summary, it does not contain all of the information that may be important to you. For a complete understanding of the Rights Offering, we encourage you to read this entire prospectus and the documents incorporated by reference herein. You should read the following summary together with the more detailed information and condensed and consolidated financial statements of ContextLogic and US Salt (each as defined below) and the notes to those statements included elsewhere in this prospectus and the documents incorporated by reference herein, and together with the information contained herein under the caption “Unaudited Pro Forma Condensed Combined Financial Information.” Before making any investment decision, for a more complete understanding of our business and this offering, you should read the entire prospectus carefully, including the section entitled “Risk Factors.” Except where the context suggests otherwise, references in this prospectus to the “Company,” “we” and “our” refer to ContextLogic Holdings Inc. and its consolidated subsidiaries, references to “US Salt” refer to the entities, taken together, comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries, and references to “ContextLogic” refer only ContextLogic Holdings Inc., and not to any of its subsidiaries. Further, references to ContextLogic in this document relate to ContextLogic Holdings Inc. following the Reorganization and ContextLogic Inc. prior to the Reorganization. All tonnage information is presented in metric tons. References in this prospectus to “pro forma” refer to financial information for the applicable period (or as of the applicable date) that gives effect to the US Salt Acquisition and Financings, as each are defined below, as if they had occurred on January 1, 2024 in the case of statements of operations data and as if the US Salt Acquisition and Financings had occurred on September 30, 2025 in the case of balance sheet data. The pro forma financial information set forth in “Unaudited Pro Forma Condensed Combined Financial Information” is derived from the historical combined financial information of ContextLogic and US Salt, and gives effect to the pro forma adjustments as described in the accompanying notes. We cannot assure you that the US Salt Acquisition or all of the Financings associated with the US Salt Acquisition will be consummated on the terms described herein, or at all. See “Risk Factors — Risks Related to this Rights Offering, the US Salt Acquisition and the Financings.”

Our Business

Company Overview

We are a business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership. Our mission is to build a portfolio of high-quality, niche, and competitively advantaged businesses that generate sustainable, growing Free Cash Flow that can be reinvested over long time horizons.

Origins and Evolution of the Platform

Our origins trace to the former Wish.com business, which was divested following a multi-year decline driven by structural challenges in its underlying business model, leaving us with balance sheet liquidity of $162 million. Prior to the divestiture, the Company preserved approximately $2.9 billion of federal net operating losses and other tax attributes.

In 2025, investment funds advised by BC Partners Advisors LP (“BC Partners”) and Abrams Capital entered into agreements to recapitalize ContextLogic and Holdings in connection with the acquisition of US Salt, and architect a new platform based on aligned ownership, decentralized operations, and disciplined capital deployment. Upon closing of the US Salt Acquisition, we expect to implement the new governance and operating models described herein to foster long-duration value creation and to avoid the constraints and exit pressures common in traditional private equity structures.

Our Business Model

Our decentralized structure means each operating subsidiary will be independently managed by a dedicated leadership team with responsibility for day-to-day operations, commercial strategy, and long-term planning. Our corporate functions are intentionally limited in scope. Corporate leadership — lead by a president and a chief financial officer — supports public company reporting, capital allocation, and mergers and acquisitions execution. Our operating businesses will each have CEOs with primary authority and accountability for their businesses.

Under this model, each operating subsidiary will be overseen by a dedicated business oversight committee consisting of directors who work directly with management, review budgets, assess performance, and make certain compensation

TABLE OF CONTENTS

decisions. Capital allocation across the platform will be overseen by a separate investment committee composed primarily of representatives from the Company’s largest equityholders. We believe this governance structure will keep decision-making close to owners, enhance accountability, and ensure capital is deployed with discipline.

Acquisition Strategy

Our acquisition approach focuses on identifying and acquiring businesses that meet three core criteria:

•	Niche market positioning. Businesses operating in markets that are sufficiently attractive to support long-term growth but are typically too specialized to attract substantial new competition.

•	Durable competitive advantages. Businesses with tangible and demonstrable structural advantages—such as cost position, technical capability, regulatory or qualification hurdles, or geographic advantages.

•	Long-duration relevance. Companies with business models and end markets that we expect to remain essential for decades, allowing us to own and operate them without a predetermined exit timeline.

We intend to add new businesses gradually over time, emphasizing quality, resilience, and attractive cash flow characteristics rather than volume or pace of deployment. In addition to strategic acquisitions, we may also pursue value-enhancing opportunities such as share repurchases, capital or structured investments when we believe such opportunities are attractive to shareholders.

US Salt: Our Anchor Subsidiary

Our inaugural acquisition, US Salt, exemplifies our strategic criteria. Founded in 1893, US Salt is one of the few vertically integrated producers of high-purity evaporated salt in the United States, serving resilient end markets including food production, pharmaceuticals, and water conditioning. The business benefits from structural barriers to entry arising from reserve scarcity, permitting and capital intensity, qualification requirements for key customers, and geographic advantages tied to shipping economics.

Demand for US Salt’s products has remained relatively stable over time, with long-term pricing trends supported by rational industry supply, consistent demand, and customers’ willingness to pay for value, reliability, and quality. Adjusted EBITDA Margin has historically remained near 40%, and Free Cash Flow conversion has been high given the limited maintenance capital expenditure requirements required after core infrastructure investments. The nearest comparable GAAP numbers for Adjusted EBITDA Margin and Free Cash Flow conversion are a Net Income Margin of 10.8% and Net Cash Provided by Operating Activities of approximately $21.2 million, respectively, each as of the nine months ended September 30, 2025. See reconciliation under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” The business has more than 40 years of remaining salt reserves and multiple decades more in undeveloped resources supporting a long-duration operating profile.

US Salt’s growth strategy includes mix shifting into higher-value product categories such as pharmaceutical-grade salt, introducing new products and formats, expanding into new channels, and improving operational efficiency through capital investment.

Incentive System and Alignment

Management compensation is designed to directly link economic outcomes to sustained value creation. Annual bonuses are expected to be tied to year-over-year profit growth, with no payout for organic growth below 5%. Long-term incentives are based on five-year profit growth and are expected to be paid primarily in equity. We believe these incentives mirror the benefits of private equity ownership — without the forced exit — and foster long-term thinking.

At the corporate level, directors affiliated with BC Partners and Abrams Capital receive no compensation, and our current president receives no salary from the Company. We believe this structure reinforces an alignment of interests with our public shareholders.

ContextLogic Business

Prior to April 2024, ContextLogic owned a global e-commerce platform known as “Wish” that connected millions of value-conscious consumers to hundreds of thousands of merchants globally. Pursuant to the Asset Sale (as defined below), we sold substantially all of our assets other than (A) our marketable securities, (B) our cash and cash equivalents

TABLE OF CONTENTS

and (C) certain tax attributes. Immediately following the closing of the Asset Sale, we received/retained approximately $162 million in cash, cash equivalents and marketable securities (consisting of government securities) (the “Post-Closing Cash”), as well as the tax attributes described herein. Following the completion of the Asset Sale, we developed processes and procedures for evaluating strategic alternatives for the use of our Post-Closing Cash and reviewing, identifying and executing those strategic opportunities for the benefit of ContextLogic and its stockholders. The US Salt Acquisition is the result of those efforts.

ContextLogic Holdings Inc.

In August 2025, ContextLogic became the publicly-traded parent of ContextLogic, Inc. (“CLI Inc.”) pursuant to an internal reorganization (the “Reorganization”).

Prior to the Reorganization, ContextLogic was a wholly-owned subsidiary of CLI Inc. The former name of ContextLogic was “Easter Parent, Inc.” Upon consummation of the Reorganization, ContextLogic changed its name from “Easter Parent, Inc.” to “ContextLogic Holdings Inc.”; CLI Inc. became a subsidiary of ContextLogic; and ContextLogic became the publicly-traded company with ContextLogic common stock quoted for trading on OTCQB under the symbol “LOGC.” See “Business-ContextLogic” and “Business-The Reorganization.”

Our principal executive offices are located at 2648 International Blvd., Suite 301, Oakland, California, 94601. Our telephone number is (415) 965-8476. Our website address is https://ir.contextlogic.com. Information on our website is not incorporated by reference into or otherwise part of this prospectus. Additional information about ContextLogic is included in documents incorporated by reference in this prospectus. Please see “Where You Can Find Additional Information.”

ContextLogic LLC

After the Reorganization (as defined below), CLI Inc. became a wholly owned subsidiary of ContextLogic, was no longer a publicly traded company, and was converted into a Delaware limited liability company named “ContextLogic LLC” (“CLI LLC”).

ContextLogic Holdings, LLC

Holdings is a Delaware limited liability company and indirectly owned subsidiary of ContextLogic. Holdings issued and sold 75,000 Preferred Units to BCP for an aggregate purchase price of $75,000,000 and 26,322,115.38 million class B common units of Holdings (the “Common Units”) to CLI Inc., pursuant to an Investment Transaction on March 6, 2025. See “Business - ContextLogic Business - The BCP Investment.”

Transfer Restrictions

Pursuant to the Reorganization, the transfer restrictions were included as Article XIV in the Certificate of Incorporation.

The Board believed the best interests of us and our stockholders would be served by adopting provisions that are designed to restrict direct and indirect transfers of ContextLogic stock if such transfers will affect the percentage of stock that is treated as owned by a 5% stockholder, as defined in Section 382 of the Tax Code. In order to implement these transfer restrictions, we needed to consummate the Reorganization so that the transfer restrictions could be included in the Certificate of Incorporation and made applicable to all shares of ContextLogic stock issued after the inclusion of the transfer restrictions in the Certificate of Incorporation, including all of the shares of ContextLogic common stock exchanged in the Reorganization. This prospectus refers to these provisions as the “transfer restrictions.” As of the consummation of the Reorganization, we believe the transfer restrictions are binding with respect to all shares of ContextLogic common stock issued in the Reorganization and afterwards.

The transfer restrictions generally will restrict any direct or indirect transfer (such as transfers of ContextLogic stock that result from the transfer of interests in other entities that own ContextLogic stock) if the effect would be to:

1.	increase the direct or indirect ownership of ContextLogic stock by any person (or public group) from less than 4.9% to 4.9% or more of our stock; or

2.	increase the percentage of ContextLogic stock owned directly or indirectly by any person (or public group) owning or deemed to own 4.9% or more of our stock.

Transfers included under the transfer restrictions include sales to persons (or public groups) whose resulting percentage ownership (direct or indirect) of ContextLogic stock would exceed the 4.9% thresholds discussed above. Complicated

TABLE OF CONTENTS

rules of constructive ownership, aggregation, segregation, combination and other stock ownership rules prescribed by the Tax Code (and related regulations) will apply in determining whether a person or group of persons constitute a 5% stockholder under Section 382 and whether less than 5% stockholders will be treated as one or more “public groups,” each of which is a 5% stockholder under Section 382. Issuances of securities by us (including securities issued pursuant to exercises of options and securities settled pursuant to the settlement of restricted stock units) would not be subject to the transfer restrictions.

For purposes of determining the existence and identity of, and the amount of stock owned by, any stockholder, we will be entitled to rely conclusively on (a) the existence or absence of filings with the SEC of Schedules 13D and 13G (or any similar SEC filings) as of any date and (b) our actual knowledge of the ownership of its stock. The transfer restrictions will include the right to require a proposed transferee, as a condition to registration of a transfer of common stock, to provide all information reasonably requested regarding such person’s direct and indirect ownership of our common stock. The transfer restrictions may result in the delay or refusal of certain requested transfers of or common stock.

As a result of these rules, the transfer restrictions could result in prohibiting ownership (thus requiring dispositions) of our common stock as a result of a change in the relationship between two or more persons or entities, or of a transfer of an interest in an entity other than us, such as an interest in an entity that, directly or indirectly, owns our stock. The transfer restrictions will also apply to proscribe the creation or transfer of certain “options” (which are broadly defined by Section 382) in respect of ContextLogic stock to the extent that, in certain circumstances, creation, transfer or exercise of the option would result in a proscribed level of ownership.

The US Salt Acquisition

We entered into a Purchase Agreement on December 8, 2025 (the “Purchase Agreement”) with CLI LLC, Holdings, (and together with ContextLogic and CLI LLC, the “Buyer Parties”), Salt Management Aggregator, LLC, a Delaware limited liability company (the “Management Aggregator”), Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership (“Emerald GP”), Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership (“Blocker Seller”), Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company (“Blocker”), Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership (solely in its capacity as a Seller Party, “Emerald Fund” and, together with Emerald GP and Blocker Seller, the “Emerald Investors”), ACP I, ACP II, Riva Capital Partners V, L.P., a Delaware limited partnership (“Riva V”), and Riva Capital Partners VI, L.P., a Delaware limited partnership (“Riva VI,” and together with ACP I, ACP II and Riva V, collectively, the “Abrams Investors”), the investors set forth on Schedule II to the Purchase Agreement (the “Management Investors” and, together with the Emerald Investors and the Abrams Investors, collectively, the “Seller Parties”), US Salt, Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative pursuant to the Purchase Agreement (the “Sellers Representative”), and, solely for the purposes of Section 7.16 to the Purchase Agreement and, as it relates thereto, Article XV of the Purchase Agreement, BCP.

Upon consummation of the transactions described in the Purchase Agreement, Holdings will have acquired US Salt and its subsidiaries, including the US Salt Acquisition.

Pursuant to the Purchase Agreement, at or prior to the Closing, Holdings or ContextLogic will deliver payments, including: immediately available funds to Blocker Seller; immediately available funds to the Sellers Representative (on behalf of the Cash Sellers (other than Block Seller)); $2,750,000 (the “Adjustment Escrow Amount”) to the Escrow Agent (defined below); the amount set forth in the payoff letters; all expenses of the transactions, in the amounts and to the persons set forth on the estimated closing statement of the Purchase Agreement.

The Backstop Agreements

As contemplated by the Purchase Agreement, on December 8, 2025, Holdings entered into the BCP Backstop Agreement and ContextLogic entered into the Abrams Backstop Agreements.

Under the respective Backstop Agreements, in order to facilitate the US Salt Acquisition in the event the Rights Offering is not fully subscribed at the expiration of the Rights Offering Period, (i) BCP is obligated to purchase Preferred Units from Holdings at the Per Unit Subscription Price for an aggregate amount not to exceed the BCP Cap and (ii) each of ACP I and ACP II is obligated to purchase ContextLogic common stock from ContextLogic at the Per Share Subscription Price, for an aggregate amount not to exceed (a) the ACP I Cap and (b) the ACP II Cap.

With respect to the Abrams Backstop Agreements, in connection with the approval of the US Salt Acquisition and the Abrams Backstop Agreements our Board approved a waiver of the transfer restrictions of the ContextLogic common

TABLE OF CONTENTS

stock with respect to ACP I and ACP II to permit the acquisition, issuance, holdings, and related transfer of shares of ContextLogic common stock pursuant to the US Salt Acquisition and the Abrams Backstop Agreements.

For the avoidance of doubt, in no event will the BCP Purchase Price (defined below), the ACP I Purchase Price (defined below), or the ACP II Purchase Price (defined below) exceed the BCP Cap, ACP I Cap, or ACP II Cap, respectively.

The Financing Arrangements

As contemplated by the Purchase Agreement, on December 8, 2025, Holdings entered into an agreement (the “Debt Commitment Letter”) with certain lenders, pursuant to which the lenders committed to fund up to $215 million to Holdings in connection with a new senior secured first lien term loan facility (the “Term Facility”) and $25 million to Holdings in connection with a new senior secured first lien revolving loan facility (the “Revolving Facility” and, together with the Term Facility, the “Facilities” or “Financings”) in each case subject to the terms and conditions set forth in the Debt Commitment Letter. The Debt Commitment Letter may be terminated (i) by the valid termination of the Purchase Agreement in accordance with its terms prior to the closing of the US Salt Acquisition or (ii) the consummation of the US Salt Acquisition without the use of the Term Facility or the Revolving Facility.

The Company intends to use the proceeds of the Facilities, together with the Backstop Agreements and the Rights Offering to help (i) fund a portion of the US Salt Acquisition, (ii) repay US Salt’s existing indebtedness under its current credit facility, (iii) pay fees and expenses incurred in connection with the US Salt Acquisition, (iv) cash collateralize, backstop or replace letters of credit of US Salt outstanding on the Closing Date (the date on which the closing of the US Salt Acquisition actually occurs is referred to herein as the “Closing Date”) and (v) fund working capital and general corporate purpose needs.

US Salt Business

US Salt is a leading producer, packager, and distributor of evaporated and specialty salt products originally founded in 1893.

US Salt produces evaporated salt by injecting water into underground salt deposits to create saturated brine (~8× the salinity of seawater), then pumping the brine into Multiple Effect Evaporator (“MEE”) systems where steam-driven heat under reduced pressure crystallizes high-purity salt into consistent granule sizes. Evaporated salt, as distinct from rock salt and solar salt, operates in a niche of the salt market that requires demanding purity levels (often over 99.6% sodium chloride) for use in such applications as food and pharmaceutical products. As a result, evaporated salt generally commands higher prices than rock salt and solar salt.

US Salt’s vertically integrated Watkins Glen, New York facility is one of only 16 evaporated salt facilities in the United States. US Salt believes that the majority of currently operational facilities date back to the 19^th century. Industry-wide domestic production of evaporated salt exhibited a 0.1% annualized growth rate between 1998 and 2023, according to United States Geological Survey (“USGS”) data.

US Salt operates one of the largest single-site round can packaging facilities in the United States, and US Salt believes that it is one of only two domestic suppliers with scaled capability to produce U.S. Pharmacopeia (USP)-compliant salt for pharmaceutical applications, including saline solutions for kidney dialysis. US Salt produces food-grade (≥99.6% sodium chloride) and ultra-purified (≥99.9% sodium chloride) evaporated salt. US Salt’s plant integrates production, packaging, and truck and rail shipping capabilities on a single site and is supported by regionally distributed third-party warehouses that position products close to demand centers. US Salt operates on-site combined heat and power systems that supply most of its electricity needs, recover waste heat to power evaporation, and, US Salt believes, these systems provide significant cost advantages over grid-purchased power.

US Salt’s plant is strategically located adjacent to a major salt deposit with over 40 years of remaining salt reserves and multiple decades more in undeveloped resources. The plant sits near Seneca Lake, providing reliable access to process water for the solution mining process. US Salt has operated its plant continuously for over 130 years, developing deep expertise in solution mining and mechanical evaporation technologies.

US Salt goes to market with a broad range of evaporated salt products, including branded and private label round cans, pharmaceutical salt, food-grade salt, pool salt, and water softening salt. US Salt also offers specialty salt categories via sourced and, where appropriate, co-packed sea salt, kosher salt, and pink salt products. US Salt serves a diverse mix of end markets where salt is an essential input with limited substitution risk such as retail grocery, food processing, pharmaceuticals, water softening, and other industrial applications. US Salt sells to a diversified customer base

TABLE OF CONTENTS

including national and regional retailers, food manufacturers, distributors, and healthcare companies. For the nine months ended September 30, 2025, no single customer represented more than 14% of US Salt’s revenue and US Salt’s top-10 customers represented ~40% of its revenue.

Available Information

Because we are subject to the information and reporting requirements of the Exchange Act, we file or furnish, as applicable, annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. We also make available on our website at https://ir.contextlogic.com/ free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information in or accessible through the websites referred to above is not incorporated into, and is not considered part of, this prospectus. Further, our references to the URLs for these websites are intended to be inactive textual references only.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,” as defined in the Exchange Act, meaning that the market value of our shares held by non-affiliates is less than $700.0 million and our annual revenue was less than $100.0 million during the most recently completed fiscal year, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. We may continue to be a smaller reporting company so long as either: (i) the market value of shares of ContextLogic common stock held by non-affiliates is less than $250.0 million; or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year, and the market value of our shares held by non-affiliates is less than $700.0 million.

We may choose to take advantage of some of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

TABLE OF CONTENTS

SUMMARY OF THE RIGHTS OFFERING

Securities to be issued

We are issuing, at no charge, a subscription right with respect to each share of ContextLogic common stock outstanding as of 5:00 p.m. in New York City, on the Effective Date.

Total Offering Size

The aggregate number of shares of ContextLogic common stock that may be purchased upon exercise of subscription rights in this Rights Offering is 14,375,000 shares, or 53.49% of ContextLogic common stock outstanding as of January 15, 2026:

ContextLogic common stock outstanding before this Rights Offering

26,876,099 shares

ContextLogic common stock to be outstanding after this Rights Offering

41,251,099 shares, assuming the Rights Offering is fully subscribed.

Effective Date

The subscription rights were issued to holders of ContextLogic common stock as of 5:00 p.m. New York City time, , 2026.

Expiration Time

The subscription rights expire if they are not exercised by 5:00 p.m. New York City time, on , 2026, unless extended by us from time to time in our sole discretion.

Transferability of subscription rights

The subscription rights are not transferable separately from the underlying shares of ContextLogic common stock. Subscription rights will attach to and trade along with the associated ContextLogic common stock after the Effective Date until the Expiration Time.

Basic Subscription Right; Exercise Price

Holders of subscription rights will be entitled to purchase 14,375,000 shares of ContextLogic common stock for every subscription right held, at an exercise price of $8.00 per share, in immediately available funds.

Conditions

The closing of this Rights Offering is subject to conditions, including the confirmation that the conditions to closing of the US Salt Acquisition have been met. See “The Rights Offering — Conditions to The Rights Offering” for more details. The right to exercise subscription rights is subject to, among other things, ownership restrictions imposed by our bylaws, including the transfer restrictions described herein. In addition, we are not offering or selling any subscription rights or ContextLogic common stock in any state or jurisdiction where the offer or sale is not permitted, see “Plan of Distribution.”

NOL Preservation Strategy

As of December 31, 2024, we had federal NOLs available to reduce future taxable income, if any, of $886 million that begin to expire in 2030 and continue to expire through 2037 and $2.0 billion that have an unlimited carryover period. As of December 31, 2024, we had state NOLs available to reduce future taxable income, if any, of $5.7 billion that begin to expire in 2026 and continue to expire through 2044 and $2.1 billion that have an unlimited carryover period. If we were to experience an “ownership change” as determined under Section 382 of

TABLE OF CONTENTS

the Internal Revenue Code of 1986, as amended (the “Tax Code”), it could significantly impair the value of these important tax assets.

To preserve the availability of our tax assets, ContextLogic’s Certificate of Incorporation imposes certain transfer restrictions on the transfer of ContextLogic common stock and other equity securities. These transfer restrictions impose trading restrictions on any persons who own, or as a result of a transaction would own, 4.9% or more of ContextLogic common stock. The purpose of the transfer restrictions is to reduce the risk that any change in ownership might occur under Section 382 of the Tax Code and thereby suffer limitations on our future ability to utilize our tax attributes. Nevertheless, it is possible that we could undergo a future ownership change, either by events within or outside of our control. For more information on the transfer restrictions, see the section entitled “Transfer Restrictions” in our amended and restated Definitive Proxy Statement on Schedule 14A filed with the SEC on June 18, 2025, supplemented by the additional definitive proxy materials filed with the SEC on July 3, 2025, and our Current Report on Form 8-K filed with the SEC on August 7, 2025, as amended by Amendment No. 1 filed with the SEC on August 7, 2025, both of which are incorporated by reference in this prospectus.

We reserve the right to limit or reject any exercise of subscription rights, in whole or in part, to the extent that the exercise of some or all of a holder’s subscription rights in this Rights Offering may result in a holder becoming a 4.9% or greater stockholder, any existing 4.9% stockholder acquiring additional shares, or certain transfers of any shares by any stockholder owning 4.9% or more of ContextLogic common stock. If this Rights Offering is fully subscribed, 4.9% of outstanding ContextLogic common stock is 2,021,303 shares, however, we cannot be assured of the actual number of shares for which we will receive subscription requests. Therefore, in order to avoid an “ownership change” for federal income tax purposes as a result of this Rights Offering, we refer to the transfer restrictions in ContextLogic’s Certificate of Incorporation, which are as follows: (1) by exercising subscription rights, each holder will represent to us that such holder was not an owner, directly or indirectly (as described in this prospectus and the transfer restrictions), of 4.9% or more of outstanding shares of ContextLogic common stock, or 1,316,928 shares based on 26,876,099 shares of ContextLogic common stock outstanding as of January 15, 2026; (2) if such exercise would result in such holder owning, directly or indirectly, more than 1,316,928 shares of ContextLogic common stock such holder must notify the information agent at the email address set forth under “The Rights Offering — Information Agent; Questions about Exercising Subscription Rights”; (3) if requested, each holder will

TABLE OF CONTENTS

provide us with additional information regarding the amount of common stock that the holder owns; (4) we may instruct the rights agent to hold any subscription payments separately pending our determination of any ownership issues; and (5) we shall have the right to instruct the rights agent to refuse to honor such holder’s exercise to the extent such exercise of subscription rights might, in our sole and absolute discretion, result in such holder owning 4.9% or more of ContextLogic common stock. By exercising subscription rights in this Rights Offering, you agree that the transfer restrictions are valid, binding and enforceable against you. See “The Rights Offering — the Transfer Restrictions.”

The total number of shares of ContextLogic common stock to be outstanding upon completion of this Rights Offering, assuming the offering is fully subscribed, would be 41,251,099. 4.9% of this amount is 2,021,303.

Procedure for Exercising Subscription Rights

If you are a holder of ContextLogic common stock, you may exercise your subscription rights by taking the following steps and ensuring the exercise is fully completed in the manner described below at or prior to 5:00 p.m., New York City time, on the Expiration Time:

Procedure for holders of record of ContextLogic common stock

•	your properly completed and executed subscription rights exercise certificate with any required signature guarantees or other supplemental documentation;

•	your ContextLogic common stock that is “stapled” to such subscription rights; and

•

All of the above must be RECEIVED by the rights agent by the Expiration Time at the following address:

Equiniti Trust Company, LLC

Operations Center

Attn: Onbase - Reorganization Depart.

1110 Centre Pointe Curve, Suite # 101

Mendota Heights, MN 55120

For assistance call (877) 248-6417 or (718) 921-8317

TABLE OF CONTENTS

Procedure for holders of ContextLogic common stock through a broker, bank, or other nominee:

If you are a holder and you hold shares of ContextLogic common stock through DTC, you must arrange to have your broker, bank, or other nominee effect all required steps on your behalf by the requisite deadlines so that DTC may convey your subscription exercise to the rights agent at or prior to the Expiration Time.

•

you must provide your instructions to your broker, bank, or other nominee (in the format requested by your nominee) to instruct DTC to transfer your shares of ContextLogic common stock and the subscription rights to be exercised to a suspense account at DTC on behalf of the rights agent, to be held in escrow for you until after the Expiration Time;

•	you must also provide instructions to your broker, bank, or other nominee (in the format requested by your nominee) of the number of shares of ContextLogic common stock for which you wish to have your nominee exercise the associated subscription rights on your behalf at the exercise price;

•	you must make any necessary payment arrangements with your broker, bank, or other nominee;

•	you must follow any special instructions provided to you by your broker, bank, or other nominee (in the format requested by your nominee) with respect to the exercise of your subscription rights; and

•

TABLE OF CONTENTS

DO NOT SEND ANY INSTRUCTIONS TO US OR THE RIGHTS AGENT. YOUR INSTRUCTIONS MUST BE PROVIDED TO YOUR BROKER, BANK, OR OTHER NOMINEE (IN THE FORMAT REQUESTED BY YOUR NOMINEE).

Once you have exercised the subscription rights, your shares of ContextLogic common stock will be held in a suspense account and will cease to trade until the Expiration Time and none of your shares of ContextLogic common stock or subscription rights may be transferred until following the Expiration Time. Your exercise may not be revoked in whole or in part at any time before or after the Expiration Time.

TABLE OF CONTENTS

Issuance of ContextLogic common stock

We will issue certificates or make the necessary book-entry issuances representing shares purchased in this Rights Offering as soon as reasonably practicable after the Expiration Time. All exercises of subscription rights will be effective on the closing of this Rights Offering, which is conditioned on and will not close unless, the conditions to closing of the US Salt Acquisition have been met.

No Revocation

Each exercise of subscription rights is irrevocable. If we amend this Rights Offering to allow for an extension of this Rights Offering for a period of more than 30 days or make a fundamental change to the terms set forth in this prospectus, holders may cancel their subscription and receive a refund of any money previously advanced. Holders should not exercise subscription rights unless they are certain that they wish to purchase additional shares of ContextLogic common stock at an exercise price of $8.00 per full share.

Extension, Cancellation and Amendment

We have the option to extend this Rights Offering and the period for exercising subscription rights for a period not to exceed 30 days, although we do not presently intend to do so. If we elect to extend the expiration of the Rights Offering, we will issue a press release announcing such extension no later than 5:00 p.m. in New York City, on the next business day after the most recently announced Expiration Time of the Rights Offering. We will extend the duration of the Rights Offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to exercise their subscription rights in this Rights Offering. If we elect to extend the Rights Offering for a period of more than 30 days, then holders who have subscribed for rights may cancel their subscriptions and receive a refund of all money advanced.

Our Board may cancel the Rights Offering at any time prior to the expiration of the Rights Offering for any reason, including failure to close the US Salt Acquisition in which case the rights will terminate without value. In the event that this Rights Offering is cancelled, we will issue a press release notifying stockholders of the cancellation and all subscription payments received by the rights agent will be returned, without interest or penalty, as soon as practicable.

Our Board also reserves the right to amend or modify the terms of the Rights Offering. If we should make any fundamental changes to the terms set forth in this prospectus, including a change in the exercise price or number of shares of ContextLogic common stock purchasable upon the exercise of a subscription right, we will file an updated prospectus to offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder and recirculate an updated prospectus after the post-effective amendment is

TABLE OF CONTENTS

declared effective with the SEC. In addition, upon such event, we may extend the Expiration Time of this Rights Offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this Rights Offering and the new Expiration Time. The terms of the Rights Offering cannot be modified or amended after the Expiration Time of the Rights Offering. Although we do not presently intend to do so, we may choose to amend or modify the terms of the Rights Offering for any reason, including, without limitation, in order to increase participation in the Rights Offering.

United States Federal Income Tax Consequences to Holders of ContextLogic common stock

For United States federal income tax purposes, the receipt of subscription rights in this Rights Offering and the exercise of such rights by holders of ContextLogic common stock should generally not be a taxable event. See “Material U.S. Federal Income Tax Consequences.”

Use of Proceeds

We will use the net proceeds from this Rights Offering as partial payment for the purchase price of the US Salt Acquisition. This Rights Offering is conditioned on the confirmation that the conditions to closing of the US Salt Acquisition have been met. See “Use of Proceeds.”

Quotation

ContextLogic common stock is traded on the OTCQB under the symbol “LOGC.” During the Rights Offering Period the subscription rights will remain attached to and trade along with the associated ContextLogic common stock and will not be traded separately from the shares of ContextLogic common stock.

The last reported sale price of ContextLogic common stock on January 15, 2026 was $7.90.

Dividend Policy

None.

No Board Recommendation: Participation

Our Board is not making any recommendation as to whether holders should exercise their subscription rights. Each holder should decide whether to exercise subscription rights based upon such holder’s assessment of its own best interests.

We believe that most of our management and Board members will participate in the Rights Offering.

Procedures for Exercising Subscription Rights

To exercise subscription rights, holders must complete the rights certificate and deliver it to the rights agent together with full payment for all the subscription rights holders elect to exercise under the basic subscription right. Holders may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested.

Rights Agent

Equiniti Trust Company, LLC

TABLE OF CONTENTS

Information Agent

D.F. King & Co., Inc.

Fees and Expenses

We will pay the fees and expenses related to this Rights Offering.

Risk Factors

Investing in ContextLogic common stock involves a high degree of risk. See “Risk Factors” beginning on page 34 of this prospectus.

TABLE OF CONTENTS

SUMMARY CONDENSED CONSOLIDATED FINANCIAL DATA OF THE COMPANY

The following table sets forth the summary financial data of the Company as of and for the periods indicated. The summary consolidated statements of operations data for the years ended December 31, 2024 and 2023 and the summary consolidated balance sheet data as of December 31, 2024 and 2023 have been derived from and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto incorporated by reference herein. The summary consolidated statements of operations data for the nine months ended September 30, 2025 and 2024 and the summary consolidated balance sheet data as of September 30, 2025 have been derived from and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the notes thereto incorporated by reference herein. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” and the consolidated financial statements and the related notes incorporated by reference herein.


	As of December 31,		As of September 30,
	2024	2023	2025
	($ in millions, except par value)
Assets
Current assets:
Cash and cash equivalents	$66	$238	$102
Marketable securities	83	144	116
Funds receivable	—	7	—
Prepaid expenses and other current assets	7	21	—
Total current assets	156	410	218
Property and equipment, net	—	4	—
Right-of-use assets	—	5	—
Other assets	—	4	—
Total assets	$156	$423	$218
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$—	$30	$—
Merchants payable	—	74	—
Refunds liability	—	2	—
Accrued liabilities	5	90	—
Total current liabilities	5	196	—
Lease liabilities, non-current	—	6	—
Other liabilities, non-current	—	4	—
Total liabilities	5	206	—
Redeemable non-controlling interest	—	—	77
Stockholders’ equity:
Preferred Stock	—	—	—
Common Stock	—	—	—
Additional paid-in capital	3,481	3,470	3,482
Accumulated other comprehensive loss	—	(7)	—
Accumulated deficit	(3,330)	(3,246)	(3,341)
Total stockholders’ equity	151	217	141
Total liabilities and stockholders’ equity	$156	$423	$218

TABLE OF CONTENTS


	Year Ended December 31,		Nine Months Ended September 30, (unaudited)
	2024	2023	2025	2024
	($ in millions, shares in thousands, except per share data)
Revenue	$43	$287	$—	$43
Cost of revenue	36	228	—	36
Gross profit	7	59	—	7
Operating expenses:
Sales and marketing	18	143	—	18
Product development	26	152	—	26
General and administrative	42	92	16	38
Total operating expenses	86	387	16	82
Loss from operations	(79)	(328)	(16)	(75)
Other income, net:
Interest and other income, net	6	16	6	4
Gain on Asset Sale	4	—	—	4
Loss before provision for income taxes	(69)	(312)	(10)	(67)
Provision for income taxes	6	5	—	6
Net loss	(75)	(317)	(10)	(73)
Adjustments attributable to redeemable non-controlling interest	—	—	(4)	—
Net (income) attributable to redeemable non-controlling interest	—	—	(1)	—
Net loss attributable to common stockholders	$(75)	$(317)	$(15)	$(73)
Net loss per share, basic and diluted	$(2.92)	$(13.36)	$(0.57)	$(2.86)
Weighted-average shares used in computing net loss per share, basic and diluted	25,690	23,732	26,532	25,488

TABLE OF CONTENTS

SUMMARY CONSOLIDATED FINANCIAL DATA OF US SALT HOLDINGS, LLC

The following table sets forth the summary consolidated financial data of US Salt Holdings, LLC and its subsidiaries as of and for the periods indicated. The summary statements of operations data for the years ended December 31, 2024 and 2023 and the summary balance sheet data as of December 31, 2024 and 2023 have been derived from and should be read in conjunction with US Salt Holdings, LLC’s and its subsidiaries’ audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. The summary statements of operations data for the nine months ended September 30, 2025 and 2024 and the summary balance sheet data as of September 30, 2025 have been derived from and should be read in conjunction with US Salt Holdings, LLC’s and its subsidiaries’ unaudited consolidated financial statements and the notes thereto included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as US Salt Holdings, LLC’s and its subsidiaries’ audited consolidated financial statements. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of US Salt” and the consolidated financial statements and the related notes included elsewhere in this prospectus.


	As of December 31,		As of September 30,
	2024	2023	2025
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$7.4	$10.7	$6.1
Accounts receivable, net	13.5	13.4	12.8
Inventories	8.9	7.7	9.3
Prepaid expenses	1.1	1.3	1.4
Total current assets	30.8	33.1	29.5
Non-current assets:
Plant, property and equipment, net	328.1	326.8	322.8
Goodwill	28.1	28.1	28.1
Intangibles, net	18.4	20.1	17.2
Operating lease right-of-use assets	1.6	1.1	1.3
Finance lease right-of-use assets	0.4	0.5	0.4
Other inventories	4.8	4.8	5.6
Total non-current assets	381.4	381.4	375.4
Total assets	$412.2	$414.5	$405.0
Liabilities
Current liabilities:
Accounts payable	$9.1	$8.1	$6.8
Accrued liabilities	5.2	5.7	5.3
Current maturities of long-term debt	2.3	2.3	2.3
Current portion of operating lease liability	0.7	0.5	0.7
Current portion of finance lease liability	0.1	0.1	0.0
Total current liabilities	17.4	16.8	15.2
Non-current liabilities:
Long-term debt, net of current maturities	215.8	222.3	203.6
Long-term portion of operating lease liability	0.9	0.6	0.7
Long-term portion of finance lease liability	0.3	0.4	0.4
Asset retirement obligations	0.8	0.5	0.8
Total liabilities	235.2	240.6	220.6
Member’s Equity
Member’s units, 100 units issued and outstanding	185,446,903	187,252,081	182,152,726
Retained earnings (accumulated deficit)	(8,372,032)	(13,398,558)	2,243,999
Total Member’s Equity	177,074,871	173,853,523	184,396,725
Total Liabilities and Member’s Equity	$412,234,214	$414,452,057	$404,995,114

TABLE OF CONTENTS


	Year Ended December 31,		Nine Months Ended September 30, (unaudited)
	2024	2023	2025	2024
	($ in millions)
Revenue	$123.1	$111.1	$98.3	$90.6
Cost of revenue	79.9	73.5	61.1	59.0
Gross profit	43.2	37.6	37.2	31.6
Selling, general and administrative expenses	13.3	12.3	10.5	9.8
Loss due to casualty	—	1.2	—	0.0
Loss on disposal of plant, property and equipment	0.3	0.4	0.0	0.0
Operating Income	29.6	23.7	26.7	20.9
Other Income (Expenses):
Interest expense	(24.4)	(25.7)	(16.2)	(18.7)
Foreign currency loss	(0.1)	(0.1)	0.0	0.0
Net Income (Loss)	$5.0	($2.0)	$10.6	$2.1

TABLE OF CONTENTS

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL DATA INFORMATION

The following summary unaudited pro forma condensed combined financial information presents selected elements of our pro forma unaudited condensed combined balance sheet (the “Unaudited Pro Forma Balance Sheet”) and unaudited condensed combined statements of operations (the “Unaudited Pro Forma Statements of Operations”) derived from historical information after giving effect to the US Salt Acquisition, the Backstop Agreements and the Financings, and the pro forma adjustments as set forth in “Unaudited Pro Forma Condensed Combined Financial Information” with Unaudited Pro Forma Balance Sheet data presented as if the US Salt Acquisition, the Backstop Agreements and the Financings were completed on September 30, 2025 and the Unaudited Pro Forma Statements of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 presented as if the US Salt Acquisition, the Backstop Agreements and the Financings were completed on January 1, 2024. This pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been had the US Salt Acquisition been completed on the dates indicated. In addition, the pro forma information does not purport to project our future operating results.

This pro forma financial information should be read in conjunction with our historical consolidated financial statements for the year ended December 31, 2024 and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, each incorporated by reference herein, US Salt’s consolidated financial statements for each of the two years in the period ended December 31, 2024 and the nine months ended September 30, 2025, each together with the related notes, included elsewhere in this prospectus, and the “Use of Proceeds,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of US Salt” and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus.


	Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2025 (In millions of U.S. dollars, except share data)
	Assuming 0% Rights Offering Participation	Assuming 100% Rights Offering Participation
Assets
Current assets
Cash and cash equivalents	$45	$45
Marketable securities	—	—
Prepaid expenses and other current assets	1	1
Accounts receivable	13	13
Inventory	10	10
Total current assets	69	69
Noncurrent assets
Property, plant and equipment	358	358
Goodwill	183	183
Other intangible assets	344	344
Right of use asset	2	2
Other noncurrent assets	6	6
Total noncurrent assets	893	893
Total assets	$962	$962
Liabilities, Redeemable Non-controlling Interest, and Equity
Current liabilities
Accrued liabilities	$31	$31
Accounts payable	7	7
Current portion of lease liability	1	1
Current maturities of long-term debt	2	2
Total current liabilities	41	41

TABLE OF CONTENTS


	Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2025 (In millions of U.S dollars, except share data)
	Assuming 0% Rights Offering Participation	Assuming 100% Rights Offering Participation
Noncurrent liabilities
Long-term debt	213	213
Long-term portion of lease liability	1	1
Asset retirement obligation	1	1
Total noncurrent liabilities	215	215
Total liabilities	256	256
Redeemable non-controlling interest	—	—
Total redeemable non-controlling interest	—	—
Stockholders’ equity
Preferred stock, $0.0001 par value	—	—
Common stock, $0.0001 par value	—	—
Additional paid-in capital	3,686	3,850
Accumulated deficit	(3,367)	(3,367)
Total stockholders’ equity	319	483
Equity attributable to non-redeemable non-controlling interests	387	223
Total equity	706	706
Total liabilities, redeemable non-controlling interest, and equity	$962	$962

TABLE OF CONTENTS


	Unaudited Pro Forma Condensed Combined Statements of Operations
	For The Year Ended December 31, 2024 (In millions of U.S. dollars, shares in thousands, except per share data)		For The Nine Months Ended September 30, 2025 (In millions of U.S. dollars, shares in thousands, except per share data)
	Assuming 0% Rights Offering Participation	Assuming 100% Rights Offering Participation	Assuming 0% Rights Offering Participation	Assuming 100% Rights Offering Participation
	Pro Forma Combined	Pro Forma Combined	Pro Forma Combined	Pro Forma Combined
Revenue	$123	$123	$98	$98
Cost of revenue	80	80	61	61
Gross profit	43	43	37	37
Operating expenses
Sales and marketing	—	—	—	—
Product development	—	—	—	—
General and administrative	78	78	44	44
Total operating expenses	78	78	44	44
Operating income (loss)	(35)	(35)	(7)	(7)
Interest income (expense), net	(11)	(11)	(8)	(8)
Other income (expense), net
Gain on Asset Sale	4	4	—	—
Total other income (expense), net	4	4	—	—
Income (loss) before provision for income taxes	(42)	(42)	(15)	(15)
Provision for income taxes	—	—	—	—
Net income (loss)	(42)	(42)	(15)	(15)
Adjustments attributable to non-controlling interest	—	—	(4)	(4)
Net loss (income) attributable to non-controlling interest	3	2	(2)	(1)
Net income (loss) attributable to common stockholders	$(39)	$(40)	$(21)	$(20)
Net income (loss) per share attributable to common stockholders, basic and diluted	$(0.89)	$(0.59)	$(0.47)	$(0.29)
Weighted-average shares used in computing net loss per share attributable to common to stockholders, basic and diluted	44,017	67,975	44,859	68,817

TABLE OF CONTENTS

SUMMARY OF RISK FACTORS

Participating in this offering involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our common stock. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors” on page 34 of this prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed with the SEC on May 9, 2025, June 30, 2025, filed with the SEC on August 7, 2025, and September 30, 2025, filed with the SEC on October 28, 2025, and in our amended and restated Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 18, 2025, supplemented by the additional definitive proxy materials filed with the SEC on July 3, 2025, and as further updated from time to time by our subsequent filings with the SEC incorporated by reference into this prospectus.

Risks Related to the Rights Offering

•

The closing of this Rights Offering is conditioned on and will not close unless, the conditions to closing of the US Salt Acquisition have been met. The US Salt Acquisition may not be consummated in a timely manner or at all, including if we are unable to raise sufficient funds from the Financings to pay the purchase price under the Purchase Agreement;

•

Stockholders who exercise their subscription rights will be unable to sell or otherwise transfer their shares of ContextLogic common stock associated with the subscription rights until the Rights Offering is completed or terminated, regardless of market conditions or other events, including actions taken, or not taken, by ContextLogic;

•	If a holder participates in this Rights Offering, his, her or its subscription will be generally irrevocable;

•	Holders who do not fully exercise subscription rights will have their ownership interests diluted;

•	The exercise price determined for this Rights Offering is not an indication of the fair value of ContextLogic common stock;

•	This Rights Offering may cause the price of ContextLogic common stock to decrease;

•	We may cancel, amend or modify this Rights Offering at any time prior to the Expiration Time in our sole discretion. Upon a cancellation, neither we nor the rights agent will have any obligation to any holder except to return exercise payments;

•	This Rights Offering does not have a minimum amount of proceeds necessary to close and there can be no assurance that stockholders will choose to exercise their subscription rights up to the maximum amount of the Rights Offering;

•	We have the right to limit the exercise of the subscription rights in this Rights Offering in order to protect our tax attributes;

•	If holders of ContextLogic common stock do not act promptly and follow the subscription instructions, their exercise of subscription rights will be rejected; and

•	We may invest or spend the proceeds in this Rights Offering in our discretion, which may include ways with which holders may not agree and in ways that may not earn a profit.

Risks Related to the US Salt Acquisition, Backstop Agreements and Financings

•	If we consummate the US Salt Acquisition, we and US Salt may incur significant cost, time, effort and attention on integration and the development of necessary support;

•

Beyond the purchase price, potential termination penalties, and the cost of our diligence and preparation associated with the US Salt Acquisition, we will incur significant transaction and integration costs in connection with the US Salt Acquisition and significant fees in connection with any delays in closing;

•

While we satisfy the closing conditions and pursue the Financings for the US Salt Acquisition, we and US Salt will be subject to business uncertainties that could adversely affect our and their businesses. Delays in closing the US Salt Acquisition could exacerbate these uncertainties and adverse effects;

•	If the US Salt Acquisition is completed, as owner, we will operate a substantially larger entity in an industry and locations in which we do not currently operate, subject to additional regulations, risks and uncertainties that we have not previously faced;

TABLE OF CONTENTS

•	The market price of ContextLogic common stock after the US Salt Acquisition may be affected by factors different from those affecting our shares currently;

•

Our current debt agreements, the proposed Financings in connection with the US Salt Acquisition and future debt financing arrangements that we or our subsidiaries may enter into otherwise, may contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests;

•	We do not currently control US Salt and will not control US Salt until the completion of the US Salt Acquisition;

•	Impairment of US Salt’s intangible assets could result in significant charges that could adversely impact our future operating results; and

•

The unaudited pro forma condensed combined financial information included in this prospectus is presented for illustrative purposes only and does not represent what the financial position or results of operations of the combined company would have been had the US Salt Acquisition or the Financings been consummated on the dates assumed for purposes of that pro forma information nor does it represent our actual financial position or results of operations following the US Salt Acquisition or the Financings.

Risks Related to Our Business

•	Since the Asset Sale, we have had no material operations and no material sources of operating revenue, which may negatively impact the value and liquidity of ContextLogic common stock;

•	If we are deemed to be an investment company under the ICA, our results of operations could be harmed; and

•	We continue to incur the expense of complying with public company reporting requirements following the closing of the Asset Sale.

Risks Related to the Reorganization, Transfer Restrictions, and the Future Use of NOLs

•	The transfer restrictions may impede or discourage efforts by a third party to acquire us, even if doing so would benefit stockholders;

•	The transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the NOLs could be severely limited;

•	Future legislation may result in us being unable to realize the benefits of the Company’s tax attributes;

•	We may not be able to make use of the existing tax benefits of the NOLs because we may not generate taxable income; and

•	The IRS could challenge the amount of the NOLs or claim that we experienced an ownership change including in connection with the Rights Offering and Transaction, which could reduce the amount of NOLs that we can use.

Risks Related to US Salt

•	Negative geological conditions could adversely affect results of US Salt’s operations;

•	US Salt’s concentration in salt products limits diversification and amplifies exposure to end-market, regulatory and competitive risks;

•	US Salt is subject to customer concentration, with a limited number of customers accounting for a portion of US Salt’s revenues;

•	US Salt’s operations are concentrated at a single, integrated facility, and US Salt is also dependent on critical equipment;

•	US Salt’s business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete US Salt’s capital projects could have an adverse effect on US Salt’s growth and profitability; and

•	Strikes, other forms of work stoppage or slowdown and other union activities could disrupt US Salt’s business and negatively impact US Salt’s financial results.

TABLE OF CONTENTS

RISK FACTORS

Investing in our securities involves a high degree of risk. In addition to the other information included in this prospectus, you should carefully consider the risks described below, before making an investment decision. The following risks are presented as of the date of this prospectus and we expect that these will be updated from time to time in our periodic and current reports filed with the SEC, which may be incorporated herein by reference. Please refer to these subsequent reports for additional information relating to the risks associated with investing in our securities.

The risks and uncertainties described therein and below could materially adversely affect our business, operating results and financial condition, as well as cause the value of our securities to decline. You may lose all or part of your investment as a result. You should also refer to the other information contained in this prospectus, including our financial statements and the notes to those statements, and the information set forth under the caption “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are based on information available to us on the date hereof. We disclaim any intent to update any forward-looking statements. The risks described are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

In addition to the other information included in this prospectus and the information incorporated by reference herein, including, among others, the matters addressed in the section entitled “Special Note Regarding Forward-Looking Statements,” in considering whether to participate in the Rights Offering, you should consider all of the information we have included in this prospectus, and all of the information included in the documents we have incorporated by reference, including in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed with the SEC on May 9, 2025, June 30, 2025, filed with the SEC on August 7, 2025, and September 30, 2025, filed with the SEC on October 28, 2025, and in our amended and restated Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 18, 2025, supplemented by the additional definitive proxy materials filed with the SEC on July 3, 2025 and as further updated from time to time by our subsequent filings with the SEC, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and the risk factors described in the documents incorporated by reference. In addition, you should pay particular attention to the risks described below.

Risks Related to the Rights Offering

The closing of the US Salt Acquisition is subject to certain customary closing conditions, including, among other things: (a) (i) each of the Fundamental Representations (as defined in the Purchase Agreement) and Buyer Fundamental Representations (as defined in the Purchase Agreement) shall be true and correct in all but de minimis respects as of the Closing Date of the Purchase Agreement and (ii) all of the other representations and warranties of the Buyer Parties (as defined in the Purchase Agreement) and Seller Parties (as defined in the Purchase Agreement) under the Purchase Agreement shall be true and correct as of the Closing Date of the Purchase Agreement. While the US Salt Acquisition is not contingent upon the consummation of any financing arrangement by us or our subsidiaries, we presently intend to use our currently available cash to fund only a portion of the cash purchase price. We plan to finance the remainder of the cash purchase price through a combination of the proceeds from this Rights Offering, with the potential to use various backstops from the Backstop Investors as set forth in the Backstop Agreements. We have commitments in place for certain of these other Financings, including the Debt Commitment Letter, with Holdings and the two institutional investors, in order to fund the US Salt Acquisition purchase price. However, we may fail to meet the conditions of the necessary Financing or we may fail to raise sufficient proceeds to fund the full cash purchase price. Therefore, there can be no assurance that we will be able to raise the necessary funds in a timely fashion in order to close the US Salt Acquisition, or at all.

This Rights Offering is conditioned on and will not close unless, the conditions to closing of the US Salt Acquisition have been met. If the conditions to closing of the US Salt Acquisition are not met for any reason, this Rights Offering will not close, and subscribing holders will not be issued additional shares and will not be paid interest or penalty fees on such holders’ subscription amounts.

TABLE OF CONTENTS

Stockholders who exercise their subscription rights in the Rights Offering and are current stockholders are required to deliver to the subscription agent their shares of ContextLogic common stock “stapled” to such subscription rights, to be held in a suspense account until after the Expiration Time. Therefore, if you exercise your subscription rights, you will be unable to sell or otherwise transfer the shares of ContextLogic common stock “stapled” to such subscription rights during the Rights Offering, even if you are only exercising a portion of the subscription rights attached to such shares. The shares of ContextLogic common stock associated with the subscription rights to purchase shares of ContextLogic common stock in the Rights Offering are not transferable until the Rights Offering is completed or terminated. If you exercise your subscription rights, you may not be able to resell shares of ContextLogic common stock purchased by exercising your subscription rights, regardless of market conditions or other events, including actions taken, or not taken, by ContextLogic until you, or your custodian bank, broker, dealer, or other nominee, if applicable, have received those shares.

Moreover, you will have no rights as a stockholder in respect of the shares you purchased in the Rights Offering until we issue the shares to you. Although we will endeavor to issue the shares as soon as practicable after completion of the Rights Offering, including after all necessary calculations have been completed, there may be a delay between the Expiration Time of the Rights Offering and the time that the shares are issued. As a result, the market price of ContextLogic common stock could decline while your ability to exit your position is constrained, and you could lose some or all of your investment in the Company.

If a holder participates in this Rights Offering, his, her or its subscription will be generally irrevocable.

Factors that could affect our stock price include operational issues, general market trends, business interruptions, changes in investor perception of the US Salt Acquisition, the Financings or the Company generally, any delays or changes in connection with the US Salt Acquisition or the Financings, unanticipated financial results or defaults on indebtedness.

The closing of this Rights Offering is conditioned upon, and will not close unless, the conditions to closing of the US Salt Acquisition have been met, and holders who participate in the Rights Offering must subscribe in a timely manner prior to the Expiration Time. Further, any exercise of subscription rights is irrevocable, except in the limited instance in which we extend the expiration of the Rights Offering by more than 30 days or if we make a fundamental change to the terms of the Rights Offering. We will not pay interest on funds delivered to the rights agent pursuant to the exercise of subscription rights.

There can be no assurance that the market price of ContextLogic common stock will not decline after a subscribing holder elects to exercise his, her or its subscription rights. If that occurs, such holder may have committed to buy shares of ContextLogic common stock in this Rights Offering at a price greater than the then-current market price, and such holder could have an immediate unrealized loss. Moreover, there can be no assurance that following the exercise of a holder’s subscription rights, such holder will be able to sell his, her or its ContextLogic common stock at a price equal to or greater than the exercise price. Until shares are delivered upon the expiration of the Rights Offering, no subscribing holder will be able to sell the shares of ContextLogic common stock that he, she or it subscribes for in the Rights Offering.

Holders who do not fully exercise subscription rights will have their ownership interests diluted.

If this Rights Offering is fully subscribed, this Rights Offering will result in our issuance of approximately 14,375,000 shares, or 53.49 % of ContextLogic common stock as of January 15, 2026. Any holder who chooses not to fully exercise subscription rights prior to the Expiration Time of the Rights Offering will have his, her or its relative ownership interest in the Company diluted. In addition, the potential relative ownership interest of any holder of currently convertible, exercisable or other derivative securities, including stock options, restricted stock or restricted stock units will be diluted to the extent such holders do not exercise those securities prior to the Effective Date. Further, a holder of subscription rights who does not exercise the subscription rights prior to the Expiration Time will lose any value in the subscription rights.

TABLE OF CONTENTS

Holders in California and other states will not be able to exercise subscription rights unless we are able to qualify the offer and sale of the subscription rights and ContextLogic common stock in those states.

We have applied for qualification of this Rights Offering with certain state securities commissions, including the State of California. There is no assurance that we will be able to qualify the offer and sale of the subscription rights and ContextLogic common stock in those states. If we are unable to obtain qualification prior to the Expiration Time, holders located in those states will not be able to exercise their subscription rights in this Rights Offering or may be otherwise restricted in their participation. Even if we obtain qualification, we may be unable to do so sufficiently in advance of the Expiration Time so that all required documents and payment are received by the rights agent prior to the Expiration Time. Holders who are unable to exercise their subscription rights will not have any value in the subscription rights and will have their relative ownership interest in the Company diluted.

The exercise price determined for this Rights Offering is not an indication of the fair value of ContextLogic common stock.

The exercise price for the Rights Offering was determined based on determination of our management and Board, as assisted by our financial advisors, which provided that the exercise price equal $8.00 per share. Therefore, the exercise price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of ContextLogic common stock to be offered in the Rights Offering. The Company cannot give any assurance that ContextLogic common stock will trade at or above the exercise price in any given time period. After the date of this prospectus, ContextLogic common stock may trade at prices above or below the exercise price.

This Rights Offering may cause the price of ContextLogic common stock to decrease.

The announcement of this Rights Offering and its terms, including the exercise price, together with the number of shares of ContextLogic common stock we could issue if the Rights Offering is completed, may have prompted, and may continue to result in, a decrease in the trading price of ContextLogic common stock. This decrease may continue after the completion of the Rights Offering. If that occurs, any purchase of shares of ContextLogic common stock in the Rights Offering may be at a price greater than the prevailing trading price. Further, if a substantial number of subscription rights are exercised and the holders of the shares received upon exercise of those subscription rights choose to sell some or all of those shares, the resulting sales could depress the market price of ContextLogic common stock.

We may cancel, amend or modify this Rights Offering at any time prior to the Expiration Time in our sole discretion. Upon a cancellation, neither we nor the rights agent will have any obligation to any holder except to return exercise payments.

We may, in our sole discretion, decide not to continue with the Rights Offering or cancel the Rights Offering prior to the Expiration Time. If the Rights Offering is cancelled, we will issue a press release notifying stockholders of the cancellation and all subscription payments received by the rights agent will be returned, without interest, as soon as practicable.

Further, although we do not presently intend to do so, we reserve the right to amend or modify the terms of this Rights Offering in our sole discretion for any reason, including, without limitation, in order to increase participation in the Rights Offering. If we should make any fundamental changes to the terms set forth in this prospectus including a change in the exercise price or number of shares of ContextLogic common stock purchasable by a subscription right, we will file a revised prospectus, offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC. In addition, upon such event, we may extend the Expiration Time of this Rights Offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this Rights Offering and the new Expiration Time. The terms of the Rights Offering cannot be modified or amended after the Expiration Time.

This Rights Offering does not have a minimum amount of proceeds necessary to close and there can be no assurance that stockholders will choose to exercise their subscription rights up to the maximum amount of the Rights Offering. As a result, even if a holder exercises subscription rights, we may require additional capital and may need to rely upon the backstop arrangements to fund the US Salt Acquisition.

There can be no assurance that our stockholders will exercise their subscription rights. There is no minimum amount of proceeds required to complete this Rights Offering, but the Company does need the proceeds of this Rights Offering, the Backstop Agreements, and the Financings, in order to finance the US Salt Acquisition. In addition, all exercises of

TABLE OF CONTENTS

subscription rights are irrevocable, even if a holder later learns information that he, she or it would consider to be unfavorable to the exercise of subscription rights and even if the Rights Offering is extended up to 30 days by our Board. If a holder exercises the basic subscription right, but we do not raise the desired amount of capital in this Rights Offering to finance the US Salt Acquisition, we will need to rely on the Backstop Agreements, each as further discussed in “The US Salt Acquisition, Backstop Agreements and Financings—The Financing Arrangements,” to supply the additional necessary capital for the US Salt Acquisition.

We have the right to limit the exercise of the subscription rights in this Rights Offering in order to protect our tax attributes.

ContextLogic’s Certificate of Incorporation allows us to impose transfer restrictions on persons who own, or as a result of any transaction would own, 4.9% or more of ContextLogic common stock. We reserve the right to limit or reject any exercise of subscription rights, in whole or in part, to the extent that the exercise of some or all of a holder’s subscription in this Rights Offering may result in a holder becoming a 4.9% or greater stockholder, any existing 4.9% stockholder acquiring additional shares, or certain transfers of any shares by any stockholder owning 4.9% or more of ContextLogic common stock. In addition, holders may be required to provide certain information concerning their share ownership in order to help us enforce these restrictions.

If holders of ContextLogic common stock do not act promptly and follow the subscription instructions, their exercise of subscription rights will be rejected.

Holders of ContextLogic common stock that desire to purchase shares in this Rights Offering must act promptly to ensure that all required forms and payments are actually received by the rights agent prior to the Expiration Time. Any beneficial owner of shares must act promptly to ensure that his, her or its broker, dealer, custodian bank or other nominee acts for such holder and that all required forms and payments are actually received by the rights agent prior to the Expiration Time. We are not responsible if a holder’s broker, custodian or nominee fails to ensure that all required forms and payments are actually received by the rights agent prior to the Expiration Time. If a holder fails to complete and sign the required subscription forms, sends an incorrect payment amount or otherwise fails to follow the subscription procedures that apply to an exercise in the Rights Offering prior to the Expiration Time, the rights agent will reject such subscription or accept it only to the extent of the payment received. Neither we nor our rights agent undertakes to contact any holder concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.

We may invest or spend the proceeds in this Rights Offering in our discretion, which may include ways with which holders may not agree and in ways that may not earn a profit.

We intend to use the net proceeds from this Rights Offering and the other Financings to pay expenses incurred in connection with the US Salt Acquisition and to pay the purchase price under the Purchase Agreement. However, we will retain discretion over the use of the net proceeds from this Rights Offering and, in the event that we raise amounts in excess of the amount necessary to pay expenses incurred in connection with the US Salt Acquisition and pay the purchase price under the Purchase Agreement, we may use such proceeds for financing future acquisition opportunities, working capital and capital expenditures. Stockholders may not agree with the ways we decide to use these proceeds, and our use of the proceeds may not yield any profits.

Risks Related to the US Salt Acquisition, Backstop Agreements, and Financings

If we consummate the US Salt Acquisition, we and US Salt may incur significant cost, time, effort and attention on integration and the development of necessary support. These may hinder our ability to realize the expected benefits of the US Salt Acquisition.

We are a company that has recently exited the operation of our e-commerce business and other historical operations due to the Asset Sale. Accordingly, US Salt represents a significantly larger operating business than the Company. US Salt maintains its own sales, marketing, product development, manufacturing and other administrative teams, legal, purchasing, information technology (“IT”), tax and certain other financial and operating services such as human resources (“HR”), insurance and treasury. US Salt will continue to operate independently from ContextLogic until closing of the US Salt Acquisition.

While we intend to operate US Salt predominantly as a stand-alone business with substantially the same organizational structure, operations, management team, employees and locations as are presently used in US Salt, the success of the US

TABLE OF CONTENTS

Salt Acquisition will substantially depend on our ability to incorporate US Salt into the Company and support its business needs, as well as to effectively manage this significantly larger business. Such challenges include (i) the integration of US Salt into our accounting reporting system and functions, (ii) the development, adaptation and maintenance of the operating and administrative support systems historically provided by US Salt on which US Salt has relied, including legal, purchasing, IT, tax, HR, insurance and treasury, and (iii) the ability of US Salt and management to adapt to our policies, procedures and support systems.

If the US Salt Acquisition is consummated, incorporation of, and development of the necessary support for, US Salt could be a lengthy process, requiring substantial expenditures by the Company, as well as significant time, effort and attention from the management teams and key employees of both the Company and US Salt. Such demands could divert needed resources from both businesses. Further, these challenges could result in the loss of key employees, disruption of the ongoing businesses and relationships with customers, suppliers and other third parties, diversion of management and corporate attention to integration issues, tax costs and inefficiencies, and inconsistencies in standards, controls, IT systems, accounting systems, procedures, policies, Sarbanes-Oxley controls and other administrative systems. If any of these factors limit our ability to integrate US Salt successfully or on a timely basis, we may not achieve the strategic, operational, financial and other benefits anticipated to result from the US Salt Acquisition to the fullest extent, on a timely basis or at all.

In addition to the purchase price, we will incur significant transaction costs in connection with the US Salt Acquisition, the Backstop Agreement and the Financings. Among these costs are fees or reimbursement of expenses under each of the Backstop Agreements and the Financings, including, notably, commitment, funding, duration, agency, and administration fees to the parties providing the Backstop Agreements and the Financings. Significant costs have been incurred and are expected to be incurred prior to the closing of the US Salt Acquisition, including related to legal, accounting, diligence and other transaction fees and expenses.

There can be no assurance that the conditions to closing set forth in the Purchase Agreement or each of the Financings will be met or waived on the applicable timelines, or at all. As a result, we or our affiliates may incur significant costs or interest associated with any delays. Further, any delay in the closing of the US Salt Acquisition will increase the related transaction costs. The substantial majority of these costs will be nonrecurring expenses related to the US Salt Acquisition.

Uncertainty about the effect of the US Salt Acquisition on the employees and customers of both the Company and US Salt may have an adverse effect on us and US Salt and, consequently, on the combined company. Although we and US Salt intend to take actions to reduce any adverse effects during the time period before closing, these uncertainties may impair our and their ability to attract, retain and motivate key personnel until the US Salt Acquisition is completed and for a period of time thereafter. These uncertainties could cause customers, suppliers and others that deal with US Salt, and to a lesser degree, our business, to seek to change existing business relationships with the two companies. Alternately, it could cause third parties who are considering doing business with us or US Salt to delay taking action until the outcome of the US Salt Acquisition or the Financings is known. Employee retention could be reduced during the pendency of the US Salt Acquisition, as employees of the Company or US Salt may experience uncertainty about their future roles with the combined company. If, despite retention and business partner management efforts, we or US Salt lose key employees or customer/supplier relationships because of concerns relating to the uncertainty and difficulty of the integration process or a desire not to remain with the combined company, the business, operations, prospects and financial results of the combined company could be harmed.

If the US Salt Acquisition is completed, as owner, we will operate a substantially larger entity in an industry and locations in which we do not currently operate, subject to additional regulations, risks and uncertainties that we have not previously faced. These could exceed our expectations and have a negative impact on our financial condition and results of operations.

If the US Salt Acquisition is consummated, the size of the Company and our primary operating segment following the transaction will change substantially compared with our current operations. As a result, any risk or uncertainty that is

TABLE OF CONTENTS

significant to US Salt, including those discussed below under “— Risks Related to US Salt,” will also be significant to us and have a negative effect on our financial condition and results of operations.

If US Salt is unable to maintain compliance with U.S. federal, state and non-U.S. regulatory requirements, we could incur substantial costs, including fines, civil penalties and criminal sanctions, or costs associated with upgrades to improve facilities or changes in manufacturing processes in order to achieve and maintain regulatory compliance. While we intend to operate US Salt largely as a stand-alone business, our results of operations, financial condition and stock price will largely depend on how US Salt can handle its business risks and uncertainties. These risks and uncertainties may exceed our expectations, and it may take time for us to mitigate them.

The market price of ContextLogic common stock after the US Salt Acquisition may be affected by factors different from those affecting our shares currently.

Our current business differs significantly from US Salt in several ways, including size, industry, geographic area, and applicable regulations. As a result, if the US Salt Acquisition is consummated, the results of operations of the combined company and the market price of shares of ContextLogic common stock may be affected by factors different from those currently affecting our independent results of operations.

The US Salt Acquisition may not be accretive to earnings and if not accretive, may cause dilution to our earnings per share.

We currently anticipate that the US Salt Acquisition will be accretive to our adjusted earnings per share in the first complete fiscal year following its consummation. This expectation is based on our preliminary estimates, which may change materially. We may encounter additional or unforeseen transaction and integration-related costs, or we may fail to realize all of the anticipated benefits of the US Salt Acquisition. Any of these factors could cause a decrease in our adjusted earnings per share or decrease or delay the expected accretive effect of the US Salt Acquisition and contribute to a decrease in the price of ContextLogic common stock.

Our acquisition of US Salt may expose us to unknown or contingent liabilities for which we will not be adequately indemnified.

The entities that we will acquire in the US Salt Acquisition may have unknown or contingent liabilities, including liabilities for failure to comply with environmental and other laws and regulations, and for litigation or other claims. The Purchase Agreement does not include indemnification provisions and, generally, US Salt will not be obligated to indemnify us. Based on these provisions we may incur material liabilities for the past activities of US Salt. Such liabilities and related legal or other costs and/or resulting reputational damage could negatively impact our business, financial condition and results of operations.

The proposed Financings in connection with the US Salt Acquisition and future debt financing arrangements that we or our subsidiaries may enter into otherwise, may contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests. Failure to comply with these limits could have a material adverse effect on our operations, business and financial results.

US Salt will have additional borrowing capacity under the Financings to finance a portion of the US Salt Acquisition. Interest costs related to this indebtedness will be substantial. The facilities pursuant to the Financings and the instruments governing our other future indebtedness contain, or will contain, certain customary restrictions, covenants, provisions for mandatory repayment upon the occurrence of certain events, and provisions for events of default that will require us or US Salt to satisfy certain financial tests and maintain certain financial ratios, restrict our or US Salt’s ability to engage in specified types of transactions, and otherwise limit the distributions of funds from US Salt to us. This overall leverage and the terms of our financing arrangements could:

•	limit the ability to pay dividends;

•	make it more difficult to satisfy obligations under the terms of this indebtedness;

•	limit the ability to refinance this indebtedness on terms acceptable to US Salt or us, or at all;

•	limit the flexibility to plan for and adjust to changing business and market conditions in the industries in which we or US Salt operate and increase the vulnerability to general adverse economic and industry conditions;

TABLE OF CONTENTS

•	require the dedication of a substantial portion of cash flow to make interest and principal payments on such debt, thereby limiting the availability of cash flow to distribute to us or to fund future acquisitions, working capital, business activities, and other general corporate requirements;

•	restrict sales of key assets;

•	limit the ability to substantially change our business or enter into new lines of business;

•	limit the ability to obtain additional financing for working capital, to fund growth or acquisitions or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; or

•	subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.

In addition, the restrictive covenants pertaining to the Facilities and certain other indebtedness would or could require us to maintain specified financial ratios and satisfy other financial conditions and tests. Our ability to meet those financial ratios, conditions and tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond our control. A breach of any of these covenants could result in a default under the instruments governing our indebtedness.

With respect to the US Salt Acquisition, if consummated, challenges with integration, the industry, operations and other business, market and acquisition-related risks, as well as various uncertainties and events beyond our control, could affect our ability to comply with such restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions.

Upon the occurrence of an event of default under any such financing arrangement, the relevant lenders could assess increased interest rates, accelerate the maturity of the debt or foreclose upon any collateral securing the debt. In this event, we may lack sufficient funds or other resources to satisfy all of our obligations. In addition, any limitations imposed by financing agreements on our ability to incur additional debt or to take other actions could significantly impair our ability to obtain other financing.

We do not currently control US Salt and will not control US Salt until the completion of the US Salt Acquisition.

We will not control US Salt unless and until the US Salt Acquisition is completed. The Purchase Agreement imposes certain customary limitations on how US Salt may be managed while the US Salt Acquisition is pending, but there can be no assurance that US Salt will be operated in the same way as it would be under our control.

Impairment of US Salt’s intangible assets could result in significant charges that could adversely impact our future operating results.

Although we presently have only modest intangible assets, US Salt is expected to have significant intangible assets, including goodwill, which are susceptible to impairment charges as a result of changes in various factors or conditions. As has been our past practice with our other operating subsidiaries, we will assess the potential impairment of goodwill and indefinite-lived intangible assets on an annual basis, as well as whenever events or changes in circumstances indicate that the carrying value may exceed fair value. We will assess finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value may exceed fair value. Adverse changes in the operations of our businesses or other unforeseeable factors could result in an impairment charge in future periods that could adversely impact our results of operations and financial position in that period.

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and does not represent what the financial position or results of operations of the combined company would have been had the US Salt Acquisition or the Financings been consummated on the dates assumed for purposes of that pro forma information nor does it represent our actual financial position or results of operations following the US Salt Acquisition or the Financings.

The unaudited pro forma financial information contained in this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates, is subject to numerous other uncertainties and does not necessarily reflect what our financial position or results of operations would have been had the US Salt Acquisition or the Financings been consummated as of the dates assumed for purposes of that pro forma financial

TABLE OF CONTENTS

information nor does it reflect our financial position or results of operation following the US Salt Acquisition or the Financings. The pro forma adjustments included in the pro forma financial information related to US Salt are based on the preliminary information available to our management at the time of the preparation of this document. For purposes of the unaudited pro forma financial information, the estimated purchase price under the Purchase Agreement has been preliminarily allocated to the assets acquired and liabilities assumed based on limited information presently available to us to estimate fair values. The purchase price will be allocated among the relative fair values of the assets acquired and liabilities assumed based on their estimated fair values as of the closing of the US Salt Acquisition. The final allocation is dependent upon certain valuations and other analyses that cannot be completed prior to closing of the US Salt Acquisition. The actual amounts may differ materially from the information presented in the accompanying unaudited pro forma financial information.

Additionally, the unaudited pro forma financial information does not reflect the cost of any integration activities nor does it include any other items not expected to have a continuing impact on the consolidated results of operations. Further, the unaudited pro forma financial information does not reflect any increases to our selling, general and administrative expenses that may result from our ownership of US Salt. The unaudited pro forma financial information has also been prepared on the assumption that the US Salt Acquisition and the Financings will be completed on the terms and in accordance with the assumptions set forth under “Unaudited Pro Forma Condensed Combined Financial Information” included in this prospectus. The purchase price and the terms of the US Salt Acquisition and the terms of the Financings may change, perhaps substantially, from those reflected in this prospectus and, because this Rights Offering and certain of the other Financings are not contingent upon completion other Financings, it is possible that one or more of the Financings will not be completed. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” in this prospectus and the consolidated financial statements of the Company and the combined and consolidated financial statements of US Salt included elsewhere in this prospectus.

The actual financial position and results of operations of each of the Company and US Salt prior to the US Salt Acquisition and that of the Company following the US Salt Acquisition may not be consistent with, or evident from, the unaudited pro forma financial information included in this prospectus. In addition, the assumptions or estimates used in preparing the unaudited pro forma financial information included in this prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market or assumed public offering price of ContextLogic common stock, the size of any of the Financings, the amount of funding of each of the facilities of the Financings, the amount of net proceeds generated by this Rights Offering, or the cost of the US Salt Acquisition (whether as a result of contractual purchase price adjustments or otherwise) from those assumed for purposes of preparing the pro forma financial information may cause a significant change in the pro forma financial information. The pro forma adjustments for the US Salt Acquisition do not include any adjustments to the purchase price that may occur pursuant to the Purchase Agreement, and any such adjustments may be material.

Although the unaudited pro forma financial information included in this prospectus includes disclosures that are intended to assist holders in quantifying the impact of changes in the number of shares of ContextLogic common stock that may be issued in this Rights Offering, and the assumed interest rate on each of the facilities of the Financings on that pro forma information, those disclosures do not address any changes in the size of this Rights Offering or any of the other Financings and therefore may not be adequate to allow holders to quantify the impact of all of the changes that may occur in the terms of this Rights Offering or the other Financings.

Risks Related to Our Business

Since the Asset Sale, we have had no material operations and no material sources of operating revenue, which may negatively impact the value and liquidity of ContextLogic common stock.

Since the closing of the Asset Sale, we have not had any revenue generated through operations. Until we engage in a strategic acquisition for a revenue generating business, we will have no material sources of operating revenue other than interest income on our marketable securities and cash and cash equivalents and revenue from US Salt’s business as a result of the Transaction. Although the strategic alternatives under evaluation by our Board include funding, at least in part, the acquisition of businesses or assets, there can be no guarantee that suitable assets will be available for us to purchase or that any assets acquired will generate the revenues anticipated or any revenue at all. A failure by us to secure additional sources of revenue could negatively impact the value and liquidity of ContextLogic common stock.

If we are deemed to be an investment company under the ICA, our results of operations could be harmed.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940, as amended (the “ICA”), a company generally will be deemed to be an “investment company” for purposes of the ICA if (i) it is, or holds itself out as being,

TABLE OF CONTENTS

engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. By virtue of acquiring controlling interests in subsidiary operating companies (including US Salt), we expect to hold less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities”. However, if we were obligated to register as an “investment company,” we would have to comply with a variety of substantive requirements under the ICA that impose, among other things, limitations on capital structure, restrictions on specified investments, prohibitions on transactions with affiliates, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would increase our operating and compliance costs, could make it impractical for us to continue our business as contemplated, and would have an adverse effect on our results of operations.

We continue to incur the expense of complying with public company reporting requirements following the closing of the Asset Sale.

Since the Asset Sale was consummated, we have continued, and will continue, to be required to comply with the applicable reporting requirements of the Exchange Act, and such compliance with such reporting requirements is economically burdensome and requires our management’s time and attention.

As a public company, we incur substantial legal, accounting, and other expenses. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the SEC.

In addition, as a public company, our management and other key personnel must divert attention from other business matters to devote substantial time to the reporting and other requirements of being a public company. In particular, we incur significant expense and devote substantial management effort to complying with the requirements of Section 404 of the Sarbanes-Oxley Act.

As a result of our obligations as a public company, we may be subject to threatened or actual litigation, including by stockholders and competitors. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

We have been, and may in the future be, involved in litigation matters or other legal proceedings that are expensive and time consuming.

We have been, and may in the future be, involved in litigation matters, including class action lawsuits. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation, loss of rights, or adverse changes to our offerings or business practices. Any of these results could adversely affect our business. In addition, defending claims is costly and can impose a significant burden on our management.

Additionally, the market price of ContextLogic common stock has been and may continue to be volatile. As a result, we have been named in lawsuits, and may be subject to both ongoing litigation and other requests related to our stock price/performance and/or performance and independence of our Board.

We are currently party to three putative class action lawsuits that were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and the underwriters named in its initial public offering (“IPO”) registration statement alleging violations of securities laws based on statements made in its registration statement on Form S-1 filed with the SEC in connection with its IPO and seeking monetary damages and that have been coordinated and consolidated (the “IPO Case”). In May 2022, the Court appointed lead plaintiffs, who subsequently filed an amended consolidated class action complaint pursuant to Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act and in April 2023, the plaintiffs filed a first amended consolidated class action complaint and asserted only claims made under Sections 11 and 15 of the Securities Act. The Court dismissed this complaint in December 2023 with leave to amend. In February 2024, the plaintiffs filed a second amended consolidated class action complaint, which Defendants have moved to dismiss. In August 2024, the Court

TABLE OF CONTENTS

granted the motion to dismiss without leave to amend and with prejudice. In September 2024, plaintiffs filed a motion to alter judgment noticed for hearing in January 2025. In February 2025, the court denied the plaintiffs’ motion to alter judgment.

In addition, in August 2021, a shareholder derivative action purportedly brought on behalf of the Company, Patel v. Szulczewski, was filed in the U.S. federal court alleging that the Company’s directors and officers made or caused the Company to make false and/or misleading statements about the Company’s business operations and financial prospects in various public filings. This matter is stayed pending certain motion practice in the IPO Case.

We cannot predict the outcome of these cases at this time, and we may continue to be the target of securities litigations, and/or may receive other civil and regulator inquiries and requests, in the future. Securities litigation or inquiries or investigations against us could result in substantial costs and divert our management’s attention from other business concerns, which could adversely affect our business, results of operation, and/or reputation.

We depend upon our subsidiary, Holdings, for our cash flows and we may not have sufficient cash flows or cash on hand to satisfy our obligations, or we may not be able to effectively manage our business.

In connection with the investment by BCP in March 2025, we contributed $146 million to Holdings (the “Parent Cash Contribution”) in exchange for Common Units in Holdings. Following the Parent Cash Contribution, almost all of our cash is held by Holdings. Consequently, our cash flows and our ability to meet our obligations, including our expenses as a publicly traded company, depend upon the cash flows of Holdings and the payment of funds by Holdings to us in the form of distributions or otherwise. Any failure to receive distributions from Holdings when needed could have a material adverse effect on our business, results of operations or financial condition.

Our subsidiary, Holdings, is subject to certain restrictions under its Amended and Restated Limited Liability Company Agreement (the “A&R LLCA”), which could affect our ability to execute our operational and strategic objectives.

Legal and contractual restrictions in the agreements governing Holdings, such as the A&R LLCA, as well as its financial condition and operating requirements, may limit the ability of Holdings to make distributions to the Company. Holdings is and will be separate a legal entity, and although it is controlled by us, it has no obligation to make any funds available to us, whether in the form of loans, distributions or otherwise, except as set forth in the A&R LLCA. The ability of Holdings to distribute cash to us will also be subject to, among other things, restrictions that are contained in the A&R LLCA, availability of sufficient funds and applicable state laws and regulatory restrictions. With certain exceptions, holders of Preferred Units have priority as to the distribution of cash and assets of Holdings over our claims. To the extent the ability of Holdings to make distributions or other payments to us could be limited in any way, this could materially limit our ability to fund and conduct our business or fund dividends, redemptions or repurchases.

The holders of the Preferred Units have rights, preferences and privileges in Holdings that are not held by, and are preferential to, the rights of the Company. Holdings may be required, under certain circumstances, to repurchase the outstanding Preferred Units for cash, and such obligations could adversely affect our liquidity and financial condition.

For so long as the initial holder of Preferred Units, including BCP’s purchase of additional Preferred Units pursuant to the BCP Backstop Agreement, or its permitted transferees, holds any Preferred Units, such holder has certain approval rights relating to, among other things, the operation of Holdings, acquisitions and dispositions of assets, affiliate transactions, the incurrence of indebtedness and the issuance of securities or other instruments. These approval rights could limit Holdings’ ability to implement future strategic objectives. The preferential rights could also result in divergent interests between us as a holder of Common Units and the holders of the Preferred Units.

Risks Related to our Business Plan and Future Operations

We may face difficulties or delays or be unsuccessful in a search to acquire additional operating businesses or assets, and we may expend significant time and capital on a prospective business or asset acquisition that is not ultimately consummated.

Our Board is evaluating strategic alternatives, including the potential to use the Post-Closing Cash for acquiring assets or a business. The investigation of any specific target assets or a business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents would require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys and other

TABLE OF CONTENTS

professionals. We would likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed asset or a business acquisition that may not ultimately come to fruition. Unanticipated issues which may be beyond our control or that of the seller of the applicable assets or business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for new assets or a business and investors should be aware of them before investing in an enterprise such as ours and we can provide no assurance that we will be successful in our efforts to acquire assets or a revenue producing business.

We expect to face intense competition in our search for additional assets or a revenue-producing business to combine with or acquire. Other parties, such as private equity and venture capital firms, larger companies, and other strategic investors, may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. These competitors may have a certain amount of liquid cash available to take advantage of favorable market conditions for a prospective asset or business purchase. Any delay or inability to locate, negotiate and enter into an asset or business acquisition as a result of any disadvantages we have relative to those other potential purchasers could cause us to lose valuable business opportunities to those other potential purchasers, which would have a material adverse effect on our business plan and results of operations. Moreover, economic factors that are beyond our control, including inflation and higher interest rates and economic uncertainty, as well as geopolitical instability may hinder our ability to locate and obtain assets or a business on terms that are favorable to us.

In addition, we have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all. There can be no assurance that we will have sufficient capital or be able to raise additional capital to provide us with the necessary funds to successfully acquire assets or a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our efforts to acquire assets or a revenue producing business and your investment in ContextLogic common stock could be materially and adversely impacted. In addition, any debt financing that we may secure in connection with an acquisition, could result in additional operating and financial covenants that would limit or restrict our ability to take certain actions. There is no guarantee that financing would be available to us in amounts or on terms acceptable to us, if at all.

If we are not successful in acquiring assets or a new business and generating material revenues, investors may lose their entire investment.

If we are not successful in acquiring assets or a new business through which to implement it, our investors’ entire investment in ContextLogic common stock could be materially and adversely affected. Even if we are successful in acquiring the assets of an operating entity, we can provide no assurances that we will be able to generate material revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors may lose their entire investment.

We may attempt to complete an acquisition with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with us as expected.

In pursuing our search for additional assets or a business to acquire, we may seek to complete a business acquisition with a privately-held company or acquire assets from a privately-held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential asset or business acquisition based on limited, incomplete or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

When evaluating the desirability of a potential business acquisition, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills,

TABLE OF CONTENTS

qualifications or abilities expected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted, and our stockholders could suffer a reduction in the value of their shares.

Our business could suffer if we are unsuccessful in making, integrating, and maintaining any future acquisitions and investments.

We may acquire assets, businesses or technologies in the future. Integrating an acquired asset, business or technology is difficult and can be risky. These potential and completed transactions create risks such as:

•	the risks associated with assuming liabilities related to the activities of the acquired business before and after the acquisition, including liabilities for violations of laws and regulations, commercial disputes, cyberattacks, taxes, and other matters; and

•	the difficulty of integrating new assets, businesses and technologies into our infrastructure.

Acquisitions also may require us to spend a substantial portion of our available cash, issue stock, incur debt or other liabilities, amortize expenses related to intangible assets, or incur write-offs of goodwill or other assets. Finally, acquisitions could be viewed negatively by analysts, investors or our users.

The success of our business will depend, in part, on the continued services of certain key personnel and our ability to attract and retain qualified personnel.

The success of our business will depend, in part, on the continued services of certain members of our management. Our inability to attract and retain qualified personnel could significantly disrupt our business. Although we take prudent steps to retain key personnel, we face competition for qualified individuals from numerous professional services and other companies. For example, our competitors may be able to attract and retain more qualified professional and technical personnel by offering more competitive compensation packages. If we are unable to attract new personnel and retain our current personnel, we may not be able execute our business plan.

Our officers and directors, including our President, will allocate their time to other businesses, thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.

Some of our officers and directors are not required to, and will not, commit their full time to our affairs. In particular, our President, Mark Ward, is employed by BC Partners, a global investment platform that manages multiple funds with investment strategies that may overlap with or relate to our business. BC Partners and its affiliates may pursue opportunities in the same industries or sectors in which we may operate or pursue strategic initiatives. Mr. Ward has no duty to communicate or offer business, strategic or investment opportunities to us, and Mr. Ward’s obligations to BC Partners may require him to devote significant time to BC Partners’ business affairs, which could limit the time he devotes to our business. Some of our officers and directors also serve or may in the future serve as officers and board members for other entities. In addition, our officers and directors affiliated with BC Partners or Abrams Capital may have time and attention requirements for other entities that BC Partners or Abrams Capital may sponsor in the future. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to pursue and complete our business strategy.

Certain of our officers and directors are now, and may in the future become, affiliated with entities engaged in business activities similar to ours, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

BC Partners and Abrams Capital and their affiliates engage in a broad range of investment and business activities, and may pursue opportunities in industries and sectors in which we currently operate or may operate in the future. Certain of our officers and directors, including our President, are affiliated with BC Partners or Abrams Capital, and may, in the future, become affiliated with additional entities that are engaged in similar activities. Accordingly, they may have conflicts of interest in determining whether a particular business, strategic, or investment opportunity should be presented to us or to BC Partners or Abrams Capital or one of their affiliates or clients. Investment ideas and opportunities generated within BC Partners or Abrams Capital or any of their affiliates, including by Mr. Ward, and other persons who may make decisions for our company, may be suitable for both us and for BC Partners or Abrams Capital or any of their affiliates, and may be directed initially to BC Partners or Abrams Capital rather than to us. None

TABLE OF CONTENTS

of our officers and directors, BC Partners, Abrams Capital, or any of their affiliates, have any obligation to present us with any opportunity of which they become aware unless it is offered to them solely in their capacity as our director or officer and after they have satisfied their contractual and fiduciary obligations to other parties, including BC Partners or Abrams Capital. BC Partners or Abrams Capital may offer investment opportunities that fit within the investment program of a BC Partners or Abrams Capital fund to such fund before offering it to us, and may choose to allocate all or part of any such opportunity to any BC Partners or Abrams Capital affiliate or any business in which a BC Partners or Abrams Capital affiliate has invested instead of offering such opportunity to us. If BC Partners or Abrams Capital or any of their affiliates decides to pursue any such opportunity, including opportunities that our company might otherwise have had the ability or desire to pursue, it is acknowledged that we may be precluded from pursuing the same. ContextLogic has renounced any interest or expectancy in, or in being offered an opportunity to participate in, any such opportunity.

Certain of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, which may cause conflicts of interest in determining whether to present opportunities to us or to such other entities.

Certain of our officers and directors, including our President, presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including BC Partners or Abrams Capital and their affiliates. As a result, they may be required to present certain opportunities to BC Partners or Abrams Capital instead of to us. These conflicts may not be resolved in our favor, and business, strategic or investment opportunities that could be beneficial to us may be directed to BC Partners or Abrams Capital or their affiliates before being considered by us, if they are considered by us at all.

Risks Related to the Reorganization, Transfer Restrictions, and the Future Use of Tax Attributes

We may not obtain the expected benefits of the Reorganization.

We believe our reorganization into a holding company structure will provide us with benefits in the future, however, these expected benefits may not be obtained if we fail to complete acquisitions or if market conditions or other circumstances prevent us from taking advantage of the strategic, business and financing flexibility that it affords us. In addition, the holding company structure may not keep the assets and liabilities of CLI LLC and any new businesses we acquire legally separate. As a result, we may incur the costs of implementing the Reorganization without realizing the possible benefits. These costs include the increased administrative costs and expenses associated with keeping separate records, and in some cases making separate regulatory filings for us and CLI LLC.

The imposition of transfer restrictions may cause the market price of ContextLogic common stock to decline.

Following the Reorganization, CLI LLC stockholders received shares of ContextLogic common stock. These shares are subject to transfer restrictions that did not apply to CLI LLC common stock. It is possible that the transfer restrictions will have an adverse effect on the liquidity and market price of ContextLogic common stock. Because of the implementation of the transfer restrictions, we cannot assure stockholders that the market price of the shares of ContextLogic Holdings Inc. common stock will be comparable to the market price of CLI LLC’s common stock. The transfer restrictions will remain in effect until the earlier of (i) the repeal of Section 382 of the Tax Code or any successor statute if the Board determines that the transfer restrictions are no longer necessary or desirable for the preservation of the tax attributes; (ii) such date as the Board shall fix in its discretion; (iii) the beginning of a tax year of the Company which the Board determines that no attributes may be carried forward; or (iv) July 25, 2028, being the third anniversary of the filing and effectiveness of ContextLogic’s Second Amended and Restated Certificate of Incorporation.

The transfer restrictions may impede or discourage efforts by a third party to acquire us, even if doing so would benefit stockholders.

Although the transfer restrictions are designed as a protective measure to preserve the Company’s tax attributes, the transfer restrictions may have the effect of impeding or discouraging a merger, tender offer or proxy contest, even if such a transaction may be favorable to the interests of some or all of our stockholders. This effect might prevent stockholders from realizing an opportunity to sell all or a portion of their shares of ContextLogic common stock at a premium above market prices. In addition, the transfer restrictions may delay the assumption of control by a holder of a large block of ContextLogic common stock and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of our stockholders.

TABLE OF CONTENTS

The transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the tax attributes could be severely limited.

The transfer restrictions could be challenged, and a court could refuse to enforce them. It is also possible that the IRS and other tax authorities could take the position that the transfer restrictions were not effective and did not protect the Company from an ownership change for tax purposes.

Future legislation may result in us being unable to realize the tax benefits of the Company’s tax attributes.

It is possible that legislation or regulations will be adopted that would limit our ability to use the tax benefits associated with the Company’s tax attributes.

We may not be able to make use of the existing tax benefits of the NOLs because we may not generate taxable income.

The use of the NOLs is subject to uncertainty because it is dependent upon the amount of taxable income and capital gains generated by us and our consolidated subsidiaries. There can be no assurance that we will have sufficient taxable income or capital gains in future years to use the NOLs.

The IRS could challenge the amount of the NOLs or claim that we experienced an ownership change including in connection with the Rights Offering and Transaction, which could reduce the amount of NOLs that we can use.

The amount of the NOLs has not been audited or otherwise validated by the IRS. The IRS could challenge the amount of the NOLs, which could result in an increase our future income tax liability. In addition, calculating whether an ownership change has occurred is subject to uncertainty, both because of the complexity and ambiguity of Section 382 and because of limitations on a publicly traded company’s knowledge as to the ownership of, and transactions in, its securities. Therefore, we cannot assure you that a governmental authority will not claim that we experienced an ownership change and attempt to reduce or eliminate the benefit of the NOLs even though ContextLogic common stock is subject to the transfer restrictions. The Company has received from its tax advisor, EY, an opinion concluding that during the period between January 01, 2018 and ended September 30, 2025, the Company should not have undergone an “ownership change” within the meaning of Section 382(g) of the Tax Code (the “Roll forward Opinion”). As a Closing requirement to the Transaction under the Purchase Agreement, the Company is required to receive from EY, an opinion that the consummation of the Transaction should not result in an “ownership change” (as defined in Section 382(g) of the Tax Code) with respect to the Company.

Risks Related to US Salt

If we consummate the US Salt Acquisition, US Salt will be integrated into the Company. As a result, we will be subject to the following additional risks and uncertainties relating to US Salt. The risks described below are not the only ones facing US Salt. Any risk or uncertainty that could have a material adverse effect on US Salt’s business, operations and financial condition could also have a material adverse effect on the Company’s business, operations and financial condition. Additional risks and uncertainties not currently known to US Salt or that US Salt currently deems to be immaterial may also materially and adversely affect US Salt’s business, financial condition or results of operations.

Operational Risks

Negative geological conditions could adversely affect results of US Salt’s operations.

Geological environments always carry uncertainties due to scale and natural occurrence. These uncertainties are particularly true for solution mining, where unexpected challenges encountered in the geological setting cannot be addressed by direct human interaction. The extensive successful mining history of US Salt’s Glen Watkins brinefield provides some reassurance that the geological setting is tolerant of a wide variety of solution-mining outcomes without negatively impacting the surface or underground sources of drinking water. This history, along with the success of the collocated gas storage facility, generally indicates a sound geological setting. However, US Salt cannot ensure that the geological environment will remain consistent in the years to come.

The main risk focus with respect to the brinefield involves maintaining roof salt and hydraulic integrity across all caverns in active galleries. Maintaining a salt roof between the top of the cavern and top of the formation provides structural and fluid integrity, thus taking advantage of salt’s high impermeability. A salt roof provides a primary barrier against cavern fluid migration upward toward the underground sources of drinking water. Contamination of the underground sources of drinking water is a highly unlikely risk, but the impact could be significant and, depending on

TABLE OF CONTENTS

circumstances, could lead to injection permit revocation and loss of both brinefields. Proper spacing and mining control of current and future caverns reduces the risk of losing hydraulic integrity within the salt formation. While a loss of integrity between separate galleries in the salt has a less deleterious effects, it can remove the affected gallery from service. US Salt employs attentive cavern monitoring and operational flexibility to help reduce these risks.

US Salt’s concentration in salt products limits diversification and amplifies exposure to end-market, regulatory and competitive risks.

US Salt focuses exclusively on salt products. As a result, adverse developments specific to the salt industry, including new environmental restrictions, regulatory developments, changes in food or pharmaceutical specifications, or increased import competition among other risks, could disproportionately impact US Salt. US Salt lacks the product diversification that could otherwise mitigate the volatility of a single commodity-driven business.

US Salt is subject to customer concentration, with a limited number of customers accounting for a portion of US Salt’s revenues.

A portion of US Salt’s sales may be concentrated among larger customers. The loss of or reduction in purchases by significant customers or failure to deliver during peak periods to certain customers could negatively affect sales and margins.

As of September 30, 2025, no single customer represented more than 14% of US Salt’s revenue and US Salt’s top-10 customers represented ~40% of US Salt’s revenue for the nine months ended September 30, 2025.

US Salt’s operations are concentrated at a single, integrated facility, and US Salt is also dependent on critical equipment.

US Salt conducts all production at a single, integrated solution-mining and mechanical-evaporation facility in Watkins Glen, New York, supplemented by third-party co-packers and warehouses. A disruption at US Salt’s Watkins Glen facility could significantly affect production of US Salt’s products or distribution of US Salt’s products, which could damage US Salt’s customer relationships. Because US Salt does not operate additional plants, US Salt’s ability to replace lost production is limited. Insurance may not cover all resulting losses, and prolonged or repeated disruptions could lead to penalties, loss of customer awards, or non-renewals.

US Salt’s operations depend upon critical equipment, such as brine wells, brine conveyance, vacuum pans, crystallizers, boilers, steam distribution, dryers, conveyors, and packaging lines. Certain components and repairs require specialized contractors or long-lead equipment; shortages or delays could extend an outage and increase costs. Although US Salt employs preventive maintenance programs, holds select critical spare parts, stages inventory at third-party warehouse locations, and maintains disaster-recovery and business-interruption insurance, these measures may not fully offset or prevent the effects of a disruption. If US Salt is unable to maintain operations at Watkins Glen or promptly restore production following a disruption, US Salt’s business, financial condition, and results of operations could be adversely affected.

US Salt’s business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete US Salt’s capital projects could have an adverse effect on US Salt’s growth and profitability.

In recent years, US Salt has made significant expenditures on large capital projects. In addition, maintaining US Salt’s existing facilities requires significant capital expenditures, which may fluctuate materially. US Salt also may make significant capital expenditures in the future to expand or modify US Salt’s existing operations, including projects to expand or improve US Salt’s facilities (including capital expenditures of $6.1 million for the nine months ended September 30, 2025) or equipment and projects to improve US Salt’s computer systems, information technology and operations technology. These activities or other capital improvement projects may require the temporary suspension of production at US Salt’s facilities, which could have a material adverse effect on the results of US Salt’s operations.

Any capital project US Salt undertakes involves risks, including cost overruns, delays and performance uncertainties, and could interrupt US Salt’s ongoing operations. The expected benefits from any of US Salt’s capital projects may not be realized in accordance with US Salt’s projections. US Salt’s capital projects may also result in other unanticipated adverse consequences, such as the diversion of management’s attention from other operational matters or significant disruptions to US Salt’s ongoing operations.

Although US Salt currently finances most of US Salt’s capital expenditures through cash provided by operations, US Salt also may depend on increased borrowing or other financing arrangements to fund future capital expenditures. If US

TABLE OF CONTENTS

Salt is unable to obtain suitable financing on favorable terms or at all, US Salt may not be able to complete future capital projects and US Salt’s ability to maintain or expand US Salt’s operations may be limited. The occurrence of these events could have a material adverse effect on US Salt’s business, financial condition and results of operations.

Strikes, other forms of work stoppage or slowdown and other union activities could disrupt US Salt’s business and negatively impact US Salt’s financial results.

Nearly 70% of US Salt’s workforce is represented by a collective bargaining agreement (“CBA”). There can be no assurance that labor disruptions by such employees will not occur in the future. The current CBA is scheduled to expire in November 2026 and, as a result, US Salt expects to negotiate a new CBA in 2026.

Unsuccessful contract negotiations, adverse labor relations at any of US Salt’s locations or other factors could in the future, result in strikes, work stoppages, work slowdowns, dissatisfied employees or other actions, which could disrupt US Salt’s business and operations. These disruptions could negatively impact US Salt’s business, US Salt’s operations, US Salt’s ability to produce or sell US Salt’s products, US Salt’s ability to service US Salt’s customers and US Salt’s ability to recruit and retain personnel and could result in significant additional costs as well as adversely affect US Salt’s reputation, financial condition and operating results.

Financial Risks

US Salt’s indebtedness and any potential inability due to outside factors to pay US Salt’s indebtedness could adversely affect US Salt’s business and financial condition.

US Salt has a significant amount of indebtedness and may incur additional debt in the future. As of October 31, 2025, US Salt had $207.3 million of outstanding indebtedness, which are further described in Note 10. Long-term debt of US Salt’s Condensed Consolidated Financial Statements. US Salt pays significant interest on US Salt’s indebtedness, with variable interest on US Salt’s borrowing under US Salt’s senior secured credit facilities based on prevailing interest rates. Significant increases in interest rates will increase the interest US Salt pays on US Salt’s debt. US Salt’s indebtedness could:

•	require US Salt to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limit US Salt’s ability to borrow additional money or sell US Salt’s stock to fund US Salt’s working capital, capital expenditures and debt service requirements;

•	impact US Salt’s ability to implement US Salt’s business strategy and limit US Salt’s flexibility in planning for, or reacting to, changes in US Salt’s business as well as changes to economic, regulatory or other competitive conditions;

•	place US Salt at a competitive disadvantage compared to US Salt’s competitors with greater financial resources;

•	make US Salt more vulnerable to a downturn in US Salt’s business or the economy;

•	require US Salt to dedicate a substantial portion of US Salt’s cash flow from operations to the repayment of US Salt’s indebtedness, thereby reducing the availability of US Salt’s cash flow for other purposes;

•	restrict US Salt from making strategic acquisitions or cause US Salt to make non-strategic divestitures; and

•	materially and adversely affect US Salt’s business and financial condition if US Salt is unable to meet US Salt’s debt service requirements or obtain additional financing.

In the future, US Salt may incur additional indebtedness or refinance US Salt’s existing indebtedness. If US Salt incurs additional indebtedness or refinance, the risks that US Salt faces as a result of US Salt’s leverage could increase. Financing may not be available when needed or, if available, may not be available on commercially reasonable or satisfactory terms. Any downgrades from credit rating agencies such as Moody’s or Standard & Poor’s may adversely impact US Salt’s ability to obtain financing or the terms of such financing.

US Salt’s ability to make payments on US Salt’s indebtedness, refinance US Salt’s indebtedness and fund planned capital expenditures will depend on US Salt’s ability to generate future cash flows from operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond US Salt’s control. There can be no assurance that US Salt’s business will generate sufficient cash flows from operations or that future borrowings will be available to US Salt under US Salt’s revolving credit facility in an amount sufficient

TABLE OF CONTENTS

to enable US Salt to make payments with respect to US Salt’s indebtedness or to fund US Salt’s other liquidity needs. If this were the case, US Salt might need to refinance all or a portion of US Salt’s indebtedness on or before maturity, sell assets, reduce or delay capital expenditures or seek additional equity financing. US Salt’s inability to obtain needed financing or generate sufficient cash flows from operations may require US Salt to abandon or curtail capital projects, strategic initiatives or other investments, cause US Salt to divest US Salt’s business or impair US Salt’s ability to make acquisitions, enter into joint ventures or engage in other activities, which could materially impact US Salt’s business.

US Salt and its owners may be subject to tax liabilities which could adversely impact their profitability, cash flow and liquidity.

Because US Salt is pass-through for U.S. federal income tax purposes, its income and loss is generally recognized by its owners (including ContextLogic following the Closing Date) for U.S. federal income tax purposes. US Salt’s (and its owners’, including ContextLogic’s following the Closing Date) effective tax rate, tax expense and cash flows could be adversely affected by changes in tax laws. US Salt may be subject to audits in various jurisdictions and US Salt and its owners (including ContextLogic following the Closing Date) may be assessed additional taxes as a consequence of an audit. In the ordinary course of US Salt’s business, there are many transactions and calculations that could be challenged by taxing authorities. The final determination of any tax audits and litigation may take several years and, if additional taxes are assessed as a result of an audit, assessment or litigation, there could be a material adverse effect on US Salt’s (or its owners’, including ContextLogic’s following the Closing Date) financial condition, income tax provision and net income in the affected periods as well as future profitability, cash flows and ability to make distributions and service debt.

US Salt has identified a material weakness in its internal controls, and US Salt cannot provide assurances that this weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

US Salt has identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In fiscal year 2023, US Salt identified a material weakness in its internal control over financial reporting resulting from its lack of a formalized internal control framework in accordance with COSO, which relates to (a) an insufficient complement of personnel with an appropriate degree of internal controls knowledge, which caused management to be unable to appropriately define responsibilities to create an effective control environment; (b) the lack of a formalized risk assessment process; and (c) selection and development of control activities, including over information technology.

Following the US Salt Acquisition, the Company will be required to expend time and resources to further improve its internal controls over financial reporting, which may include review and enhancement of processes and controls; review and enhancement of IT general controls over information systems relevant to financial reporting; and realignment of existing personnel and the addition of both internal and external personnel to strengthen processes and controls including management’s review and documentation over internal control over financial reporting. However, we cannot assure you that the Company’s internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

US Salt’s current controls and any new controls that we develop may become inadequate because of changes in conditions in US Salt’s business. Further, weaknesses in our disclosure controls or its internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of US Salt’s internal control over financial reporting that we will eventually be required to include in ContextLogic’s periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of ContextLogic common stock.

Because US Salt was a private company, its independent registered public accounting firm has not been required to audit the effectiveness of its internal control over financial reporting. Following the US Salt Acquisition, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which US Salt’s internal control over financial reporting is documented, designed or operating. Any failure to maintain

TABLE OF CONTENTS

effective disclosure controls and internal control over financial reporting could have a material and adverse effect on US Salt’s and ContextLogic’s business and operating results, and cause a decline in the market price of ContextLogic common stock.

Competition, Sales and Pricing Risks

US Salt’s products face strong competition and if US Salt fails to successfully attract and retain customers and invest in capital improvements, productivity, quality improvements and product development, sales of US Salt’s products could be adversely affected.

The market price for the product mix and competing cost of goods sold, especially labor and materials expenses, are challenges to US Salt’s operations and remain a risk through the foreseeable future. US Salt encounters strong competition in many areas of US Salt’s business and US Salt’s competitors may have significantly more financial resources than US Salt does. Competition in US Salt’s product lines is based on a number of factors, including product quality and performance, logistics, brand reputation, price and quality of customer service and support. To remain competitive, US Salt needs to invest in manufacturing, productivity, product innovation, marketing, customer service and support and US Salt’s distribution networks. US Salt may not have sufficient resources to continue to make such investments or maintain US Salt’s competitive position. US Salt may have to adjust US Salt’s prices, strategy, product innovation, distribution or marketing efforts to stay competitive.

Changes in competitors’ production, geographic or marketing focus could have a material impact on US Salt’s business. US Salt faces global competition from new and existing competitors who have entered or may enter the markets in which US Salt sells, particularly in the specialty salt categories. Some of US Salt’s competitors may have greater financial and other resources than US Salt does or are more diversified, making them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. US Salt’s competitive position could suffer if US Salt is unable to expand US Salt’s operations through investments in new or existing operations or through acquisitions, joint ventures or partnerships.

Inflation could result in higher costs and decreased profitability.

US Salt’s business can be affected by inflation, including increases in freight rates, prices for energy and other costs. Sustained inflation could result in higher costs for transportation, energy, materials, supplies and labor. US Salt’s efforts to recover inflation-based cost increases from US Salt’s customers may be hampered as a result of the structure of US Salt’s contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which US Salt operates. Accordingly, substantial inflation may result in a material adverse impact on US Salt’s costs, profitability and financial results.

Increasing costs or a lack of availability of transportation services could have an adverse effect on US Salt’s ability to deliver products at competitive prices.

Transportation and handling costs are a significant component of US Salt’s total delivered salt cost. The high relative cost of transportation favors producers whose mines or facilities are located near the customers they serve. US Salt contracts (directly and, from time to time, through third parties) trucking and rail services to move US Salt’s products from US Salt’s production facilities to third-party warehouses and customers. A reduction in the dependability or availability of transportation services, a significant increase in transportation service rates, and adverse weather could impair US Salt’s ability to deliver US Salt’s products economically to US Salt’s customers or expand US Salt’s markets. Disruptions caused by driver shortages, rail service constraints, extreme weather, labor disruptions at carriers or terminals, or diesel price spikes can delay shipments, increase costs, strain customer relationships and trigger contractual penalties. Limited availability of equipment during peak seasons may require use of premium carriers or expedited options, reducing margin.

In addition, diesel fuel is a significant component of US Salt’s transportation costs. Some of US Salt’s customer contracts allow for full or partial recovery of changes in diesel fuel costs through an adjustment to the selling price. However, a significant increase in the price of diesel fuel that is not passed through to US Salt’s customers could materially increase US Salt’s costs and adversely affect US Salt’s financial results.

Significant transportation costs relative to the cost of US Salt’s products may limit US Salt’s ability to increase US Salt’s market share or serve new markets.

TABLE OF CONTENTS

Legal, Regulatory and Compliance Risks

US Salt relies solely on its own on-site power generation to power its manufacturing operations and any disruption or failure in its power system could adversely impact its business, results of operations and financial condition.

US Salt’s plant is not connected to the electricity grid. Instead, US Salt operates its own proprietary on-site power generation through combined heat and power systems that generate the electricity required for US Salt’s operations and captures waste heat for use in the evaporation process. US Salt relies exclusively on two 5 MW and 3 MW on-site gas-fired generators for its manufacturing operations, which primarily run on byproducts from US Salt’s facility, for the majority of its electricity needs. While this off-grid configuration provides certain cost stability and reduced exposure to regional power-market volatility. It also concentrates US Salt’s operational risk in US Salt’s own energy infrastructure.

Historically, US Salt has experienced occasional power disruptions, primarily due to isolated boiler shutdowns and generator failures. Any boiler or generator failure caused by mechanical malfunction, extreme weather, or other unforeseen events could negatively affect US Salt’s business, results of operations and financial condition. Because US Salt’s plant is not interconnected with the local power grid, resuming full operations depends on US Salt’s ability to repair the affected equipment or secure substitute electricity, such as through rented backup generators, either of which could involve significant expense and delay. In 2025, US Salt installed a 2.5 MW backup black-start generator to help mitigate these risks and support the restoration of power; however, it may not prevent extended outages or fully maintain production. Extended outages or other issues with US Salt’s energy infrastructure could result in lost production, particularly during the drying stage of the salt production process, as well as damage to customer relationships and to US Salt’s reputation. Any such events could have a material adverse effect on US Salt’s business, financial condition, and results of operations.

In July 2019, New York enacted the Climate Leadership and Community Protection Act (CLPCA). The CLPCA sets statewide goals for reducing greenhouse gas emissions and requires the New York State Department of Environmental Conservation (“NYSDEC”) to promulgate regulations which will achieve these goals. NYSDEC currently is required by court order to issue regulations implementing the CLPCA no later than February 6, 2026. Any regulation NYSDEC passes to comply with the CLPCA could impact how US Salt’s energy system operates, and US Salt may be required to reduce greenhouse gas emissions in accordance with CLPCA limits, which could have a material adverse effect on US Salt’s business, results of operations and financial condition.

US Salt’s operations heavily rely on natural gas and are therefore exposed to changes in the price and availability of natural gas.

US Salt’s operations are energy intensive, and production processes rely on the consumption of natural gas. Natural gas is a primary energy source used in the mechanically evaporated salt production process. A significant interruption in the supply or an increase in the price of natural gas could adversely affect US Salt’s business, results of operations and financial condition. Energy costs represent a substantial part of US Salt’s total production costs and natural gas is its largest variable input cost. US Salt’s profitability is impacted by the price and availability of natural gas that US Salt purchases from third parties. US Salt currently benefits from a fixed-price supply contract with DTE that runs through March 2026. Upon expiration, US Salt expects to negotiate a renewal or pursue other supply alternatives. While future market pricing cannot be predicted with certainty, natural-gas cost variability may affect its production costs beginning in 2026 if market rates materially differ from the terms of the existing contract.

A significant increase in the price of natural gas that is not recovered through an increase in the price of US Salt’s products or covered through US Salt’s contract arrangements, or an extended interruption in the supply of natural gas to US Salt’s production facilities, could have a material adverse effect on US Salt’s business, financial condition and results of operations.

US Salt’s operations depend on US Salt’s rights and governmental authorizations to mine and operate US Salt’s properties.

US Salt holds numerous environmental and mineral extraction permits, water withdrawal permits, and other permits, licenses and approvals from governmental authorities authorizing operations at US Salt’s facility. These permits are typically issued at the discretion of the relevant governmental authority and require periodic and timely renewal in the ordinary course of business. Changes in legislation, standards or enforcement — at federal, state or local levels — may result in permit modifications mandating additional controls, abatement equipment, monitoring, reporting or operational modifications, including for air emissions, wastewater, stormwater and waste management. Enhanced

TABLE OF CONTENTS

stormwater management requirements at third-party warehouses could increase US Salt’s distribution costs or limit depot availability. A decision by a governmental agency to revoke, substantially modify, deny or delay renewal of or apply conditions to an existing permit, license or approval could have a material adverse effect on US Salt’s ability to continue operations at US Salt’s single salt production facility, increase compliance costs and result in significant costs.

Expansion of US Salt’s existing operations or production capacity, or preservation of existing rights in some cases, is also predicated upon securing any necessary permits, licenses and approvals.

Unanticipated litigation or investigations, or negative developments in pending litigation or investigations or with respect to other contingencies, could adversely affect US Salt.

US Salt may in the future become subject to litigation, arbitration or other legal proceedings with other parties. Any claim that is successfully asserted against US Salt in legal proceedings that could be brought against US Salt in the future, may adversely affect US Salt’s financial condition, results of operations or prospects.

US Salt is subject to Environmental, Health and Safety laws and regulations which could become more stringent and adversely affect US Salt’s business.

US Salt’s operations are subject to an evolving set of federal, state, and local Environmental, Health and Safety laws and regulations. New or proposed Environmental, Health and Safety regulatory programs, as well as future interpretations and enforcement of existing Environmental, Health and Safety laws and regulations, could result in the assessment of fines or penalties, may require modification to US Salt’s facility, require substantial increases in equipment and operating costs, or subject US Salt to adverse decisions regarding the renewal or modification of air emission, underground injection, wastewater discharge, and other environmental permits that are essential for the operation of its single facility, resulting in interruptions, modifications or a termination of operations.

US Salt could incur significant environmental liabilities with respect to US Salt’s current facility, adjacent or nearby third-party facilities or off-site disposal locations.

Risks of environmental liabilities is inherent in US Salt’s operations. The use, handling, disposal and remediation of hazardous substances currently or formerly used by US Salt, or the liabilities arising from past releases of, or exposure to, hazardous substances may result in future expenditures that could materially and adversely affect US Salt’s financial results, cash flows or financial condition. US Salt’s facility is also subject to laws and regulations which require US Salt to monitor and detect potential environmental hazards and damages. US Salt’s procedures and controls may not be sufficient to timely identify and protect against potential environmental damages and related costs.

Groundwater samples historically collected at US Salt’s facility identified chloride at concentrations above standards established by NYSDEC. This data was initially reported to NYSDEC several decades ago. While NYSDEC has not required that US Salt further investigate or take other action in response to these conditions, it could do so in the future and any required mitigation efforts could have a material adverse effect on US Salt’s business, results of operations and financial condition.

US Salt records accruals for contingent environmental liabilities when US Salt believes it is probable that US Salt will be responsible, in whole or in part, for environmental investigation, asset retirement obligation or remediation activities and the expenditures for these activities are reasonably estimable. However, the extent and costs of any environmental investigation, asset retirement obligation or remediation activities are inherently uncertain and difficult to estimate and could exceed US Salt’s expectations, which could materially affect US Salt’s financial condition and operating results.

Compliance with import and export requirements, the Foreign Corrupt Practices Act and other applicable anti-corruption laws may increase the cost of doing business.

US Salt’s operations and activities inside and outside the U.S., as well as the shipment of US Salt’s products across international borders, require US Salt to comply with a number of federal, state, local and foreign laws and regulations, which are complex and increase US Salt’s cost of doing business. These laws and regulations include import and export requirements, economic sanctions laws, customs laws, tax laws and anti-corruption laws, such as the Foreign Corrupt Practices Act, as well as the Canadian Corruption of Foreign Public Officials Act despite US Salt’s sales to Canada and Mexico accounting for less than 5% of total revenue. US Salt cannot predict how these or other laws or their interpretation, administration and enforcement will change over time. There can be no assurance that US Salt’s employees, contractors, agents, distributors, customers, payment parties or third parties working on US Salt’s behalf will not take actions in violation of these laws. Any violations of these laws could subject US Salt to civil or criminal

TABLE OF CONTENTS

penalties, including fines or prohibitions on US Salt’s ability to offer US Salt’s products in one or more countries, debarment from government contracts (and termination of existing contracts) and could also materially damage US Salt’s reputation, brand, international expansion efforts, business and operating results. In addition, changes to trade or anticorruption laws and regulations could affect US Salt’s operating practices or impose liability on US Salt in a manner that could materially and adversely affect US Salt’s business, financial condition and results of operations.

US Salt is subject to costs and risk associated with a complex regulatory, compliance and legal environment, and US Salt may be adversely affected by changes in laws, industry standards and regulatory requirements.

US Salt’s global business is subject to complex requirements of federal, state, local and foreign laws, regulations, treaties and regulatory authorities as well as industry standard-setting authorities. These requirements are subject to change. Changes in the standards and requirements imposed by these laws, regulations, treaties and authorities or adoption of any new laws, regulations or treaties could negatively affect US Salt’s ability to serve US Salt’s customers or US Salt’s business. In the event that US Salt is unable to meet any existing, new or modified standards when adopted, US Salt’s business could be adversely affected. Some of the federal, state, local and foreign laws and regulations that affect US Salt include those relating to Environmental, Health and Safety matters; taxes; antitrust and anti-competition laws; data protection and privacy; advertisement and marketing; labor and employment; import, export and anti-corruption; product liability; U.S. Food and Drug Administration (“FDA”) current good manufacturing practices (“CGMPs”) and import and export requirements for food and pharmaceutical products; export requirements in jurisdictions outside of the United States where US Salt markets its food and pharmaceutical grade products; facility registrations; product registrations and labeling requirements; and intellectual property. US Salt could be adversely affected by the adoption of global minimum taxes as countries implement the Organization for Economic Co-operation and Development’s (“OECD”) Pillar II regime.

Certain U.S. states have either enacted or proposed legislation that would provide a preference for their agencies or municipalities to use salt mined in the U.S., their home state or selected states. If such legislation is adopted, it could adversely impact the amount of salt sales contracts awarded to US Salt for salt supplied from US Salt’s Watkins Glen mine in New York.

US Salt may face significant product liability claims and product recalls, which could harm US Salt’s business and reputation.

US Salt supplies food-grade and USP sodium chloride for human consumption and pharmaceutical, medical and dialysis applications, where quality, safety, purity and traceability standards are exacting. US Salt also supplies high-purity salt for industrial, textile and dye applications and water conditioning products. Quality deviations, foreign material contamination, mislabeling, adulteration, or failure to meet specifications or certifications could result in rejections, recalls, regulatory actions, customer claims, reputational damage and loss of business. US Salt faces exposure to product liability and other claims if US Salt’s products cause harm, are alleged to have caused harm or have the potential to cause harm to consumers or their property. In addition, US Salt’s products or products manufactured by US Salt’s customers using US Salt’s products could be subject to a product recall as a result of product contamination, US Salt’s failure to meet product specifications or other causes. Claims associated with downstream products that incorporate US Salt’s salt, particularly food items or medical applications, could subject US Salt to product liability claims or indemnity obligations. For example, US Salt’s customers use US Salt’s food-grade salt products in food items they produce, such as cheese and bread, which could be subject to a product recall if US Salt’s products are contaminated or adulterated.

A product recall due to contamination, other adulteration, or mislabeling of salt products that US Salt provided could result in significant losses due to the costs of a recall, the destruction of product inventory and production delays to investigate, identify, and address the underlying cause of the recall. US Salt could be held liable for costs related to US Salt’s customers’ product recall if US Salt’s products cause the recall or other product liability claims if US Salt’s products cause harm to US Salt’s customers or their property. Additionally, a significant product liability case, product recall or failure to meet product specifications could result in adverse publicity, harm to US Salt’s brand and reputation and significant costs, which could have a material adverse effect on US Salt’s business and financial performance. Even with quality systems and certifications, US Salt may face costs and liabilities in excess of insurance coverage or retention levels.

US Salt’s intellectual property may be misappropriated or subject to claims of infringement.

Intellectual property rights, including patents, trademarks, and trade secrets, are a valuable aspect of US Salt’s business. US Salt attempts to protect US Salt’s intellectual property rights primarily through a combination of patent, trademark,

TABLE OF CONTENTS

and trade secret protection. The patent rights that US Salt obtains may not provide meaningful protection to prevent others from selling competitive products or using similar production processes. Pending patent applications may not result in an issued patent. If US Salt does receive an issued patent, US Salt cannot guarantee that US Salt’s patent rights will not be challenged, invalidated, circumvented, or rendered unenforceable.

Although US Salt occasionally enters into confidentiality agreements with US Salt’s employees, third-party consultants and advisors to protect US Salt’s trade secrets, US Salt cannot guarantee that these agreements provide meaningful protection or that adequate remedies will be available in the event of an unauthorized use or disclosure of US Salt’s trade secrets.

US Salt’s brand names and the goodwill associated therewith are an important part of US Salt’s business. US Salt seeks to register US Salt’s brand names as trademarks where it makes business sense. US Salt’s trademark registrations may not prevent US Salt’s competitors from using similar brand names. Many of US Salt’s brand names are registered as trademarks in the U.S. and in Canada. The laws in certain foreign countries in which US Salt may do business do not protect trademark rights to the same extent as U.S. law. As a result, these factors could weaken US Salt’s competitive advantage with respect to US Salt’s products, services and brands in foreign jurisdictions, which could adversely affect US Salt’s financial performance.

US Salt’s intellectual property rights may not be upheld if challenged. Such claims, if proven, could materially and adversely affect US Salt’s business and may lead to the impairment of the amounts recorded for goodwill and other intangible assets. If US Salt is unable to maintain the proprietary nature of US Salt’s technologies, US Salt may lose any competitive advantage provided by US Salt’s intellectual property. In addition, although any such claims may ultimately prove to be without merit, the necessary management attention to and legal costs associated with defending US Salt’s intellectual property rights could be significant.

Strategic and Other Business Risks

US Salt may not successfully implement its strategies.

US Salt’s success depends, to a significant extent, on successful implementation of US Salt’s business strategies, including US Salt’s cost savings initiatives, US Salt’s continuous improvement initiatives, and any other strategies described in the “Business” section of this report. US Salt cannot assure that US Salt will be able to successfully implement US Salt’s strategies or, if successfully implemented, US Salt may not realize the expected benefits of US Salt’s strategies.

Although US Salt makes investments in product innovation, US Salt cannot be certain that US Salt will be able to develop, obtain or successfully implement new products or technologies on a timely basis or that they will be well-received by US Salt’s customers. Moreover, US Salt’s investments in new products and technologies involve certain risks and uncertainties and could disrupt US Salt’s ongoing business. New investments may not generate sufficient revenue, may incur unanticipated liabilities and may divert US Salt’s limited resources and distract management from US Salt’s current operations. US Salt cannot be certain that US Salt’s ongoing investments in new products and technologies will be successful, will meet US Salt’s expectations and will not adversely affect US Salt’s reputation, financial condition and operating results.

US Salt’s business is dependent upon personnel, including highly skilled personnel. A labor shortage or the loss of key personnel may have a material adverse effect on US Salt’s performance.

US Salt’s business is dependent on US Salt’s ability to attract, develop and retain skilled production, maintenance, quality and logistics personnel. US Salt may encounter difficulty recruiting sufficient numbers of personnel at acceptable wage and benefit levels due to the competitive labor market for skilled workers. If US Salt is unable to attract, develop and retain the personnel necessary for the efficient operation of US Salt’s business, this could result in higher costs and decreased productivity and efficiency, which may have a material adverse effect on US Salt’s performance.

US Salt’s business is also dependent on the ability to attract, develop and retain highly skilled personnel. An inability to attract, develop and retain personnel with the necessary skills and experience could result in decreased productivity and efficiency, higher costs, the use of less-qualified personnel and reputational harm, which may have a material adverse effect on US Salt’s performance.

To help attract, retain and motivate qualified personnel, US Salt uses stock-based incentive awards such as restricted stock units and performance stock units. If the value of these stock awards does not appreciate as measured by US Salt’s

TABLE OF CONTENTS

common stock price, performance conditions in these awards are not met or if US Salt’s stock-based compensation otherwise ceases to be viewed as a valuable benefit, US Salt’s ability to attract, retain and motivate personnel could be weakened, which could harm US Salt’s business.

The loss of certain key employees could result in the loss of vital institutional knowledge, experience and expertise, damage critical customer relationships and impact US Salt’s ability to successfully operate US Salt’s business and execute US Salt’s business strategy. US Salt may not be able to find qualified replacements for these key positions and the integration of replacements may be disruptive to US Salt’s business. In addition, the loss of US Salt’s key employees who have in-depth knowledge of US Salt’s mining, manufacturing, engineering or research and development processes could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate US Salt’s processes or share US Salt’s confidential information.

If US Salt’s computer systems, information technology or operations technology are disrupted or compromised, US Salt’s ability to conduct US Salt’s business will be adversely impacted.

US Salt relies on computer systems, information technology and operations technology to conduct US Salt’s business, including cash management, order entry, invoicing, plant operations, vendor payments, employee salaries and recordkeeping, inventory and asset management, shipping of products, and communication with employees and customers. US Salt also uses US Salt’s systems to analyze and communicate US Salt’s operating results and other data to internal and external recipients. While US Salt maintains some of US Salt’s critical computer and information technology systems, US Salt is also dependent on third parties to provide important computer and information technology services. Cybersecurity incidents, ransomware attacks, phishing, third-party system compromises, and other data security events could disrupt operations, delay shipments, compromise confidential or personal information, trigger legal and regulatory obligations, and result in material costs. US Salt continues to make updates and improvements to US Salt’s enterprise resource planning system, network and other core applications, which could impact substantially all of US Salt’s key processes. Any implementation issues could have adverse effects on US Salt’s ability to properly capture, process and report financial transactions, distribute US Salt’s products, invoice and collect from US Salt’s customers and pay US Salt’s vendors and could lead to increased expenditures or operational disruptions.

US Salt is susceptible to cyber-attacks, computer viruses and other technological disruptions, which generally continue to increase due to evolving threats and US Salt’s expanding information technology footprint. US Salt has experienced attempts by unauthorized agents to gain access to US Salt’s computer systems through the internet, e-mail and other access points. To date, none have resulted in any material adverse impact to US Salt’s business or operations. While US Salt has programs, policies and procedures in place to identify, prevent and detect any unauthorized access, this does not guarantee that US Salt will be able to detect or prevent unauthorized access to US Salt’s computer systems. In addition, remote work arrangements for US Salt’s employees could strain US Salt’s technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and other social engineering attempts. These risks may in the future impact the third parties on which US Salt relies, and security measures employed by these third parties may also prove to be ineffective at countering threats.

A material failure or interruption of access to US Salt’s computer systems for an extended period of time or the loss of confidential or proprietary data could adversely affect US Salt’s operations, reputation and regulatory compliance. While US Salt has mitigation and data recovery plans in place, it is possible that significant expenditures, capital investments and time may be required to correct any of these issues. Additional capital investment and expenditures needed to address, prevent, correct or respond to any of these issues may negatively impact US Salt’s business, financial condition and results of operations.

Climate change and related laws and regulations could adversely affect US Salt.

The potential impact of climate change on US Salt’s resources and operations remains uncertain. Scientists have proposed that the impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changes to the water levels of lakes and other bodies of water, changing storm patterns and intensities and changing temperature levels. Climate change could also lead to disruptions in the production or distribution of US Salt’s products due to major storm events or prolonged adverse conditions, changing temperature levels, lake or river level fluctuations or flooding from sea level changes.

In addition, legislative and regulatory measures to address climate change and greenhouse gas emissions (including carbon or emissions taxes) have been enacted and are also in various phases of consideration at both the state and federal

TABLE OF CONTENTS

level, as well as internationally. These measures could restrict US Salt’s operations, require US Salt to make capital expenditures to be compliant with these initiatives, increase US Salt’s costs, impact US Salt’s ability to compete or negatively impact efforts to obtain permits, licenses and other approvals for existing and new facilities. These measures could also result in increased cost of fuel and other consumables used in US Salt’s operations or in transporting US Salt’s products. US Salt’s inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material impact on US Salt.

US Salt may not be able to expand US Salt’s business through acquisitions and investments, and acquisitions and investments may not perform as expected. US Salt may not successfully integrate acquired businesses and anticipated benefits may not be realized.

In the future, US Salt’s business strategy may include supplementing organic growth with acquisitions of and investments in complementary businesses. US Salt may not have acquisition or investment opportunities because US Salt may not identify suitable businesses to acquire or invest in, US Salt competes with other potential buyers and investors, US Salt may not have or be able to obtain suitable financing for an acquisition or investment and US Salt may be hindered by competition and regulatory laws. If US Salt cannot make acquisitions or investments, US Salt’s business growth may be limited.

Acquisitions of new businesses and investments in businesses may not perform as expected, may lose value, may not positively impact US Salt’s financial performance and could increase US Salt’s debt obligations.

Acquisitions and investments involve significant risks and uncertainties, including diversion of management attention, greater than expected liabilities and expenses, inadequate return on capital and unidentified issues not discovered in US Salt’s due diligence.

The success of any acquisition will also depend on US Salt’s ability to successfully combine and integrate the acquired business. US Salt may fail to integrate acquired businesses in a timely and efficient manner. The integration process could result in the loss of key employees, higher than expected costs, ongoing diversion of management attention from other strategic opportunities or operational matters, the disruption of US Salt’s ongoing businesses or increased risk that US Salt’s internal controls are found to be ineffective.

Risks Related to Our Common Stock

We recently transferred the trading of our common stock from The Nasdaq Stock Market to the OTCQB. Because ContextLogic common stock is traded on the OTC Markets, your ability to sell your shares in the secondary trading market may be limited.

On May 30, 2025, we notified Nasdaq of our decision to voluntarily withdraw from the Nasdaq hearings process, which resulted in our common stock being delisted from The Nasdaq Global Market. We filed a Form 25 with the SEC relating to the delisting of our common stock on June 9, 2025, and the delisting of our common stock from Nasdaq became effective June 19, 2025. On June 3, 2025, our common stock was quoted for trading with the OTCQB. The decision to move our common stock from trading on Nasdaq to the OTC Markets was influenced by several factors, including our evaluation of our ability to continue maximizing the value of our assets while also considering the advantages of remaining traded on Nasdaq versus the regulatory requirements, the time management dedicated to compliance and reporting, and the costs involved in maintaining the listing.

As a result of the transfer of our common stock from Nasdaq to the OTCQB, we anticipate that our stockholders could experience negative consequences related to our securities, including but not limited to: limited availability of market quotations for our securities; a reduced level of trading activity in the secondary trading market for shares of our common stock; a limited amount of analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future.

Because ContextLogic common stock is traded on the OTCQB market, your ability to sell your shares in the secondary trading market may be limited. Since June 3, 2025, the OTCQB is the only liquidity platform for our common stock. We cannot assure our stockholders that ContextLogic common stock will continue to trade on this liquidity platform, whether broker-dealers will continue to provide public quotes of ContextLogic common stock on this liquidity platform, whether the trading volume of ContextLogic common stock will be sufficient to provide for respective efficient liquidity platforms or whether quotes for our common stock will continue on this liquidity platform in the future, which could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock. As a result, prices for shares of ContextLogic common stock may be lower than might otherwise prevail if ContextLogic common stock was listed on a national securities exchange.

TABLE OF CONTENTS

Our stockholders may not be afforded any opportunity to evaluate or approve an asset or business acquisition as we pursue strategic alternatives.

Our stockholders may not be afforded the opportunity to evaluate and approve a proposed business acquisition. In most cases, asset or business acquisitions do not require stockholder approval under applicable law, and ContextLogic’s Certificate of Incorporation and bylaws do not afford our stockholders with the right to approve such a transaction. In order to develop and implement our business plan, we may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining our direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our stockholders.

We are a smaller reporting company, and any decision on our part to comply only with reduced reporting and disclosure requirements applicable to such companies could make our common stock less attractive to investors.

As of December 31, 2024, we qualified as a “smaller reporting company,” as defined in the Exchange Act, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a “smaller reporting company,” and the market value of shares of ContextLogic common stock held by non-affiliates, or our public float, is less than $250 million. As a “smaller reporting company,” we may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies. This includes reduced disclosure obligations in our SEC filings such as simplified executive compensation disclosures, exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting and only being required to provide two years of audited consolidated financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our operating results and financial prospects and investors may find shares of ContextLogic common stock less attractive, which may result in a less active trading market for ContextLogic common stock and greater stock price volatility.

We do not intend to pay dividends on our capital stock, so any returns will be limited to increases in the value of ContextLogic common stock.

We have never declared or paid any cash dividends on our capital stock. We currently anticipate that we will retain future earnings for the operation and expansion of our business. Accordingly, we do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, any future credit facility or financing we obtain may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on ContextLogic common stock. Any return to stockholders will therefore be limited to increases in the price of ContextLogic common stock, if any.

We do not expect to pay any cash dividends to the holders of ContextLogic common stock in the foreseeable future and the availability and timing of future cash dividends, if any, is uncertain.

We do not expect to declare or pay any cash dividends on ContextLogic common stock in the foreseeable future. Our Board will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realize any return on your investment in ContextLogic common stock for an extended period of time, if at all, other than by selling your shares.

TABLE OF CONTENTS

The price of ContextLogic common stock has been and continues to be volatile. Declines in the price of ContextLogic common stock have resulted in and could subject us to future litigation.

The market price of ContextLogic common stock has fluctuated and declined and may continue to fluctuate or decline substantially. Accordingly, the price of ContextLogic common stock has been subject to wide fluctuations and could continue to be subject to wide fluctuations for many reasons, many of which are beyond our control, including those described in this “Risk Factors” section and others such as:

•	failure of analysts to initiate or maintain coverage of our company, changes in their estimates of our operating results or changes in recommendations by analysts that follow ContextLogic common stock;

•	uncertainty among investors relating to the strategic alternative that we will choose, including any prospective asset or business acquisition and the terms and conditions thereof;

•	the operating performance of any business we may acquire, if any, including any failure to achieve material revenues therefrom;

•	the performance of our competitors in the marketplace;

•	the public’s reaction to our press releases, SEC filings, website content and other public announcements and information;

•	changes in earnings estimates of any business that we acquire, if any, or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire, if any;

•	variations in general economic conditions, including as may be caused by uncontrollable events such as future pandemics, global conflicts and interest rates;

•	the public disclosure of the terms of any financing we disclose in the future;

•	the number of shares of ContextLogic common stock that are eligible to be publicly traded in the future;

•	litigation or claims against us; and

•	any other factors discussed in this registration statement.

Many of these factors are beyond our control and may decrease the market price of ContextLogic common stock, regardless of whether we choose to pursue and consummate an asset or business acquisition and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

ContextLogic’s Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. ContextLogic’s Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty; (iii) any action arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws (as either may be amended from time to time); (iv) any action to interpret, apply, enforce or determine the validity of ContextLogic’s certificate of incorporation or its bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine.

This provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, ContextLogic’s Certificate of Incorporation further provides that the U.S. federal district courts are the

TABLE OF CONTENTS

exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. If a court were to find either exclusive forum provision of our certificate of incorporation to be inapplicable to or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus, and in documents incorporated by reference in this prospectus, contain “forward-looking” information, as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which represent our management’s beliefs and assumptions concerning future events. When used in this prospectus and in documents incorporated herein by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “assumption,” “believes,” “continue,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “intends,” “goals,” “judgment,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” and the negative of these terms or other similar expressions. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to:

•	the risk that the US Salt Acquisition may not be consummated in a timely manner or at all, including if we are unable to raise sufficient funds from the Financings to pay the purchase price under the Purchase Agreement;

•	the risk that if we consummate the US Salt Acquisition, we and US Salt may incur significant cost, time, effort and attention on integration and the development of necessary support. These may hinder our ability to realize the expected benefits of the US Salt Acquisition;

•

the risk that if the US Salt Acquisition is completed, as owner, we will operate a substantially larger entity in an industry and locations in which we do not currently operate, subject to additional regulations, risks and uncertainties that we have not previously faced. These could exceed our expectations and have a negative impact on our financial condition and results of operations;

•	the risk that we will incur significant transaction and integration costs in connection with the US Salt Acquisition and significant fees in connection with any delays in closing;

•	the risk that the market price of ContextLogic common stock after the US Salt Acquisition may be affected by factors different from those affecting our shares currently;

•	the risk that because ContextLogic common stock is traded on the OTC Markets, your ability to sell your shares in the secondary trading market may be limited.;

•	the risk that we may not obtain the expected benefits of the Reorganization;

•	the risk that the transfer restrictions may impede or discourage efforts by a third party to acquire ContextLogic;

•	the risk that the transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the NOLs could be severely limited;

•	the possibility that future legislation may result in us being unable to realize the benefits of the tax attributes;

•	the possibility that we may not be able to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; and

•	the possibility that the IRS could challenge the amount of the tax attributes or claim that we experienced an ownership change, which could reduce the amount of tax attributes that we can use.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in the section “Risk Factors” above or in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on March 12, 2025 and April 17, 2025, respectively, in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed with the SEC on May 9, 2025, June 30, 2025, filed with the SEC on August 7, 2025, and September 30, 2025, filed with the SEC on October 28, 2025, and in our amended and restated Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 18, 2025, supplemented by the additional definitive proxy materials filed with the SEC on July 3, 2025, and as further updated from time to time by our subsequent filings with the SEC, which are incorporated by reference into this prospectus.

TABLE OF CONTENTS

In addition, statements that “we believe” and similar statements reflect the Company’s beliefs and opinions on the relevant subject, including, but not limited to, the Rights Offering, the Transactions, the Reorganization the strategic alternatives considered by our Board, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace; the outcome of ongoing litigation; the Company’s expected tax rate; the effect of changes in or the application of new or revised tax laws; the effect of new accounting pronouncements; the Company’s voluntary delisting on Nasdaq; and other characterizations of future events or circumstances. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. The Company’s statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in the forward-looking statements, and you should not place undue reliance on the Company’s forward-looking statements. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments. You should read this prospectus with the understanding that the Company’s actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

TABLE OF CONTENTS

USE OF PROCEEDS

We estimate that the net proceeds from this Rights Offering will be approximately $115 million, before deducting our estimated offering expenses, assuming that the subscription rights are exercised in full.

We intend to use the net proceeds of this Rights Offering, the Backstop Agreements and the Financings, together with cash on hand, to pay the purchase price for the US Salt Acquisition and other costs and expenses related to the US Salt Acquisition, and any remaining net proceeds for general corporate purposes. See “The US Salt Acquisition, Backstop Agreements and Financings.” This Rights Offering is conditioned on the confirmation that the conditions to closing of the US Salt Acquisition have been met. If the US Salt Acquisition is not completed, the rights agent will return all subscription payments received without interest or penalty, as soon as practicable thereafter.

As part of the Backstop Agreements and the Financings, to the extent that we fail to raise $115 million in the aggregate of net proceeds from this Rights Offering, we have through Holdings, entered into (A) the BCP Backstop Agreement with BCP and through ContextLogic, entered into the Abrams Backstop Agreements with each of ACP I and ACP II. Under the respective Backstop Agreements, in order to facilitate the US Salt Acquisition in the event the Rights Offering is not fully subscribed at the expiration of the Rights Offering Period, (i) BCP is obligated to purchase Preferred Units from Holdings at the Per Unit Subscription Price for an aggregate amount not to exceed the BCP Cap and (ii) each of ACP I and ACP II is obligated to purchase ContextLogic common stock from ContextLogic at the Per Share Subscription Price, for an aggregate amount not to exceed (i) $1,570,900 for ACP I and (ii) $21,429,100 for ACP II; and (B) the Debt Commitment Letter with certain lenders, pursuant to which the lenders committed to fund up to $215 million to Holdings in connection with a new senior secured first lien term loan facility and $25 million to Holdings in connection with a new senior secured first lien revolving loan facility. See “The US Salt Acquisition, Backstop Agreements and Financings — The Backstop Agreements” and “— The Financing Arrangements” for more information.

The following table sets forth the estimated sources and uses of funds in connection with the US Salt Acquisition and the Financings described in this prospectus. The estimated net proceeds from this Rights Offering reflected in the following table has been calculated based upon the issuance and sale of 14,375,000 shares of ContextLogic common stock at an exercise price of $8.00 per share. The sources of funds present gross proceeds of this Rights Offering. To the extent the Rights Offering is not fully subscribed, the Backstop Agreements are expected to provide proceeds to replace such underscriptions in the table below.

The actual amounts may vary from the estimated amounts set forth in the following table.


Sources of funds (in millions)
Equity rollover – US Salt			$324
Existing ContextLogic cash⁽¹⁾			292
Debt financing			215
Rights offering			115
Total sources of funds			$946


Uses of funds⁽¹⁾ (in millions)
Estimated purchase price of US Salt			$694
Net debt paydown – US Salt			207
Cash on balance sheet			10
Transaction and financing fees⁽²⁾			35
Total uses of fund			$946

(1)	Includes estimated ContextLogic cash at date of signing of the Purchase Agreement and plus $75 million additional investment by BCP pursuant to the A&R Investment Agreement. See “Business — ContextLogic Business — The BC Partners Investment.”

(2)	Reflects illustrative transaction expenses as estimated at date of signing of the Purchase Agreement.

TABLE OF CONTENTS

DILUTION

If you do not exercise your rights to subscribe for ContextLogic common stock in the Rights Offering, your ownership interest will be diluted. In addition, if you exercise your rights to subscribe for shares of ContextLogic common stock in the Rights Offering, your ownership interest will be accreted or diluted immediately to the extent of the difference between the exercise price per share of ContextLogic common stock and the adjusted net tangible book value per share of ContextLogic common stock after the Rights Offering. The discussion of accretion and dilution and the table below should be read in conjunction with the sections entitled “Unaudited Pro Forma Combined Financial Statements” and our consolidated financial statements and notes thereto incorporated by reference.

Our net tangible book value as of , 2026 was approximately $ million, or approximately $ per share after giving pro forma effect to the US Salt Acquisition and related transactions. Net tangible book value per share represents the amount of our total tangible assets, excluding intangible assets, less total liabilities divided by the total number of shares outstanding immediately prior to the Rights Offering (after giving pro forma effect to the US Salt Acquisition and related transactions).

Dilution per share to purchasers in the Rights Offering represents the difference between the amount per share paid by purchasers for ContextLogic common stock in the Rights Offering and the pro forma net tangible book value per share of ContextLogic common stock immediately following the completion of the Rights Offering.

After giving effect to the sale of 14,375,000 shares of ContextLogic common stock upon exercise of subscription rights offered by this prospectus at the public offering price of $8.00 per share, after deducting the estimated fees, commissions and our estimated offering expenses, our pro forma net tangible book value as of , 2026 would have been approximately $ million or approximately $ per share. This represents an immediate decrease in net tangible book value of approximately $ per share to our existing stockholders and an immediate accretion in pro forma net tangible book value of approximately $ per share to purchasers of ContextLogic common stock in the Rights Offering, as illustrated by the following table:


Exercise price for one share of ContextLogic common stock			$8.00
Pro forma net tangible book value per share as of September 30, 2025, after giving effect to the US Salt Acquisition and related transactions			$
Decrease per share attributable to the Rights Offering			$( )
Pro forma net tangible book value per share as of September 30, 2025, after giving effect to the Rights Offering			$
Accretion per share to purchasers in the Rights Offering			$

The discussion of accretion and dilution, and the table quantifying it, assume no exercise of any outstanding options or other potentially dilutive securities. The exercise of potentially dilutive securities having an exercise price less than the offering price would decrease the accretive effect to purchasers in the Rights Offering.

TABLE OF CONTENTS

DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS

Dividend Policy

We have never declared or paid any cash dividends on ContextLogic common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.

TABLE OF CONTENTS

THE US SALT ACQUISITION, BACKSTOP AGREEMENTS AND FINANCINGS

On December 8, 2025, we entered into a Purchase Agreement with the Buyer Parties, the Management Aggregator, the Seller Parties, US Salt, the Sellers Representative, and, solely for the purposes of Section 7.16 to the Purchase Agreement and, as it relates thereto, Article XV of the Purchase Agreement, BCP. A copy of the Purchase Agreement and certain of the other agreements described herein filed as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information” and “Incorporation by Reference.” Capitalized terms used in this section, “The US Salt Acquisition, Backstop Agreement and Financings,” but not herein defined shall have the respective meanings set forth in the Purchase Agreement.

The Purchase Agreement

Transactions

The transactions contemplated by the Purchase Agreement are as follows:

(a)	On the Closing Date and prior to the Closing, certain of the Seller Parties and their Affiliates will consummate the Pre-Closing Reorganization;

(b)	Prior to the Closing, certain Buyer Parties and their Affiliates will consummate the Buyer Pre-Closing Reorganization;

(c)

Following the Pre-Closing Reorganization, as of immediately prior to the Parent Contribution and Exchange (defined below), (i) US Salt will be collectively owned 100% by Emerald GP, Blocker, Emerald Fund, the Abrams Investors and the Management Investors, and (ii) Blocker will be wholly-owned by Blocker Seller;

(d)

(i) Blocker Seller will contribute a portion of its membership interests in Blocker to ContextLogic in exchange for shares of ContextLogic common stock, and ContextLogic will accept such contribution and issue shares of ContextLogic common stock to Blocker Seller in exchange therefor; (ii) Emerald GP and Emerald Fund will contribute a portion of their respective Company Units to ContextLogic in exchange for shares of ContextLogic common stock, and ContextLogic will accept such contribution and issue shares of ContextLogic common stock to Emerald GP and Emerald Fund in exchange therefor; and (iii) each of the Abrams Investors will contribute a portion of its Company Units to ContextLogic in exchange for shares of ContextLogic common stock, and ContextLogic will accept such contribution and issue shares of ContextLogic common stock to each of the Abrams Investors in exchange therefor, in each case, on the terms and subject to the conditions set forth in the Purchase Agreement (the transactions described in the foregoing clauses (i)-(iii), the “Parent Contribution and Exchange”);

(e)

Immediately following the consummation of the Parent Contribution and Exchange, Blocker Seller will sell to ContextLogic, and ContextLogic will purchase from Blocker Seller, all of Blocker Seller’s remaining membership interests in Blocker for cash consideration, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Blocker Sale”);

(f)

Immediately following the consummation of the Blocker Sale, (i) certain Management Investors will contribute a portion of their Company Units to Holdings in exchange for the Preferred Units, and Holdings will accept such contribution and issue Preferred Units to such Management Investors in exchange therefor; (ii) Emerald GP will contribute a portion of the Company Units then held by it to Holdings in exchange for Preferred Units of Holdings, and Holdings will accept such contribution and issue Preferred Units to Emerald GP in exchange therefor; (iii) the Abrams Investors (together with the Management Investors identified on Schedule 1.03 to the Purchase Agreement and Emerald GP, the “Rollover Sellers”) will contribute a portion of the Company Units then held by them to Holdings in exchange for Preferred Units of Holdings, and Holdings will accept such contribution and issue Preferred Units to the Abrams Investors in exchange therefor, in each case, on the terms and subject to the conditions set forth in the Purchase Agreement (the transactions described in the foregoing clauses (i)-(iii), the “Buyer Rollover”);

(g)

Immediately following the consummation of the Buyer Rollover, (i) Blocker will contribute all of the Company Units then held by it to Holdings in exchange for Class B-1 Common Units of Holdings, and Holdings will accept such contribution and issue Class B-1 Common Units to Blocker in exchange therefor;

TABLE OF CONTENTS

and (ii) ContextLogic will contribute all of the Company Units then held by it to Holdings in exchange for Class B-1 Common Units of Holdings, and Holdings will accept such contribution and issue Class B-1 Common Units to ContextLogic in exchange therefor (the transactions described in the foregoing clauses (i)-(ii), the “Internal Contribution and Exchange”);

(h)

Immediately following the consummation of the Internal Contribution and Exchange, Emerald GP, Emerald Fund, each of the Abrams Investors, and each of the Management Investors (collectively, the “Cash Sellers”) will sell to Holdings, and Holdings will purchase from each such Person, all of the Company Units then held by such Person for cash consideration, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Company Sale” and, together with the Parent Contribution and Exchange, the Blocker Sale, the Internal Contribution and Exchange and the Buyer Rollover, collectively, the “Transaction” or the “Transactions”).

Upon consummation of the Transactions, Holdings will have acquired US Salt and its subsidiaries, including the US Salt Acquisition.

Consideration

Pursuant to the Purchase Agreement, at or prior to the Closing, Holdings or ContextLogic will deliver:

(a)	immediately available funds to Blocker Seller, representing the cash payments to be made in the Blocker Sale;

(b)	immediately available funds to the Sellers Representative (on behalf of the Cash Sellers (other than Blocker Seller)), representing the cash payments to be made in the Company Sale;

(c)	the Adjustment Escrow Amount in an amount of $2,750,000 to the Escrow Agent, consisting of immediately available funds and to be held in accordance with the terms of the Escrow Agreement;

(d)	the amount set forth in the Payoff Letters;

(e)

all Transaction Expenses, in the amounts and to the Persons set forth on the Estimated Closing Statement (or, in the case of any Transaction Expenses that constitute wages payable to employees of US Salt and its Subsidiaries, deposit such amounts with US Salt, LLC, a Delaware limited liability company (“Opco”), for further payment to the Persons entitled thereto no later than Opco’s second regularly scheduled payroll date following the Closing Date); and

(f)	the Expense Fund, in the amount of $250,000, to the Sellers Representative.

Representations and Warranties; Covenants

The parties to the Purchase Agreement have made customary representations, warranties and covenants in the Purchase Agreement, including, among others, covenants with respect to the conduct of the Buyer Parties, the Seller Parties and US Salt and their respective applicable businesses prior to the Closing. Each of the Buyer Parties, the Seller Parties and US Salt has agreed to cooperate and use reasonable best efforts to cause the Transactions to be consummated. Additionally, as soon as reasonably practicable following delivery of the Required Financing Information, ContextLogic agreed to submit a registration on Form S-1 under the Securities Act for the purposes of offering the holders of ContextLogic common stock, Rights that will entitle the holders thereof, collectively, to purchase, on a pro rata basis, shares of ContextLogic common stock for an aggregate purchase price of $115,000,000 (the “Rights Offering Amount”). This prospectus is a part of such registration statement.

Conditions to Consummation of the Transactions

The Closing is subject to certain customary conditions, including, among other things: (a) (i) each of the Fundamental Representations and Buyer Fundamental Representations shall be true and correct in all but de minimis respects as of the Closing Date; (ii) all of the other representations and warranties of the Buyer Parties and Seller Parties under the Purchase Agreement shall be true and correct as of the Closing Date.

Termination

The Purchase Agreement may be terminated by the parties to the Purchase Agreement under certain circumstances, including, among others, (i) by mutual written consent of Holdings and US Salt, (ii) by Holdings, upon written notice to US Salt, if there has been a violation or breach by the Seller Parties or US Salt of any covenant, agreement, obligation,

TABLE OF CONTENTS

representation or warranty in the Purchase Agreement which has prevented the satisfaction of the Buyer Parties’ conditions to closing in Article X and (i) such violation or breach has not been waived by Holdings; (ii) Holdings has provided written notice to US Salt and the Sellers Representative of such violation or breach; and (iii) the applicable Seller Party or US Salt, as the case may be, has not cured such violation or breach; (iii) by US Salt, upon written notice to Holdings, if there has been a violation or breach by any Buyer Party of any covenant, agreement, obligation, representation or warranty in the Purchase Agreement which has prevented the satisfaction of the Seller Parties conditions to closing in Article XI (i) such violation or breach has not been waived in writing by US Salt; (ii) US Salt has provided written notice to Holding of such violation or breach; and (iii) the applicable Buyer Party has not cured such violation or breach; (iv) by US Salt, if, all conditions set forth in Article X have been satisfied and the Buyer Parties have failed to consummate the Closing within three (3) Business Days following receipt of written notice from ContextLogic and Sellers Representative; (v) by either Holdings or US Salt upon notice to the other if any Governmental Authority enacts, promulgates, issues, enters or enforces any Order or Law permanently enjoining or prohibiting the transactions contemplated by the Purchase Agreement, which has become final and non-appealable, or (vi) subject to certain conditions, by either Holdings or US Salt, upon written notice to the other, if the Closing shall not have occurred prior to 11:59 p.m. (Chicago time) on the date that is two hundred seventy (270) days after the date of the Purchase Agreement (the “Outside Date”), provided that if the No Governmental Order conditions under the Purchase Agreement have not been satisfied as of the Outside Date, and all other conditions of US Salt, the Seller Parties and the Buyer Parties (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but which conditions would be satisfied if the Closing were to occur on such date) are then satisfied or have been waived, the Outside Date shall be automatically extended by thirty (30) days.

Additional Information

The foregoing description of the Purchase Agreement and the Transactions is only a summary of the material terms, does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is hereby incorporated by reference into this prospectus. The Purchase Agreement contains representations, warranties and covenants that the parties made to each other as of the date of the Purchase Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Purchase Agreement. The Purchase Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about the Buyer Parties, the Seller Parties, US Salt, the Sellers Representative or any other party to the Purchase Agreement. In particular, the representations, warranties, covenants and agreements contained in the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ContextLogic’s public disclosures.

The Backstop Agreements

In connection with entry into the Purchase Agreement, on December 8, 2025, Holdings entered into the BCP Backstop Agreement with BCP and ContextLogic entered into the Abrams Backstop Agreements.

TABLE OF CONTENTS

Subject to the expiration of the Rights Offering Period and the terms and conditions of the Rights Offering, which shall be customary and subject to the prior written approval of each of BCP, ACP I and ACP II (in each case, not to be unreasonably withheld, conditioned or delayed):

•

BCP shall purchase, and Holdings shall issue and sell to BCP, a number of Preferred Units equal to the quotient of (A) (i) the product of 80% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or immediately prior to the closing of the Transactions (such product, the “BCP Purchase Price”) divided by (B) the Per Unit Subscription Price, for an amount in cash equal to the BCP Purchase Price;

•

ACP I shall purchase, and Parent shall issue and sell to ACP I, a number of shares of ContextLogic common stock equal to the quotient of (A) (i) the product of 1.366% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or immediately prior to the closing of the Transactions (such product, the “ACP I Purchase Price”) divided by (B) the Per Share Subscription Price, for an amount in cash equal to the ACP I Purchase Price; and

•

ACP II shall purchase, and Parent shall issue and sell to ACP II, a number of shares of ContextLogic common stock equal to the quotient of (A) (i) the product of 18.634% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or immediately prior to the closing of the Transactions (such product, the “ACP II Purchase Price”) divided by (B) the Per Share Subscription Price, for an amount in cash equal to the ACP II Purchase Price.

For the avoidance of doubt, in no event will the BCP Purchase Price, the ACP I Purchase Price, or the ACP II Purchase Price exceed the BCP Cap, ACP I Cap, or ACP II Cap, respectively.

With respect to the Abrams Backstop Agreements, our Board approved a waiver of the transfer restrictions of the ContextLogic common stock with respect to ACP I and ACP II to permit the acquisition, issuance, holdings, and related transfer of shares of ContextLogic common stock pursuant to the Abrams Backstop Agreements.

The parties to the Backstop Agreements have made customary representations and warranties in the Backstop Agreements. The Backstop Agreements contain customary covenants and customary conditions to closing.

The Backstop Agreements automatically terminate if the Purchase Agreement terminates in accordance with its terms.

The Financing Arrangements

As contemplated by the Purchase Agreement, on December 8, 2025, Holdings entered into the Debt Commitment Letter with certain lenders, pursuant to which the lenders committed to fund up to $215 million to Holdings in connection with the Term Facility and $25 million to Holdings in connection with the Revolving Facility, in each case subject to the terms and conditions set forth in the Debt Commitment Letter. The Debt Commitment Letter may be terminated (i) by the valid termination of the Purchase Agreement in accordance with its terms prior to the closing of the US Salt Acquisition or (ii) the consummation of the US Salt Acquisition without the use of the Term Facility or the Revolving Facility.

The Company intends to use the proceeds of the Facilities, together with Backstop Agreements and the Rights Offering to help (i) fund a portion of the US Salt Acquisition, (ii) repay US Salt’s existing indebtedness under its current credit facility, (iii) pay fees and expenses incurred in connection with the US Salt Acquisition, (iv) cash collateralize, backstop or replace letters of credit of US Salt and (v) fund working capital and general corporate purpose needs.

Second Amended and Restated Limited Liability Company Agreement

As contemplated by the Purchase Agreement on the Closing Date, Holdings will enter into a Second Amended and Restated Limited Liability Company Agreement (the “2^nd A&R LLCA”) which will amend and restate that certain Amended and Restated Limited Liability Company Agreement entered into on March 6, 2025. The 2^nd A&R LLCA will set forth the relative designations, rights, preferences, powers, restrictions, and limitations relating to the units of Holdings.

TABLE OF CONTENTS

Registration Rights Agreement

Demand Registration

As contemplated by the Purchase Agreement, in connection with entering into the Purchase Agreement, on the Closing Date, ContextLogic and certain of the Rollover Sellers intend to enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which at any time after the date of the Registration Rights Agreement, each signatory to the Registration Rights Agreement listed as Lead Investor (a “Lead Investor”) shall have the right to make a written request to ContextLogic for registration under the Securities Act of the offer and sale to the public of any Registrable Securities pursuant to a Registration Statement (such request, a “Demand Registration Request”) of all or part of the Registrable Securities held by such Lead Investor which would reasonably be expected to result in gross proceeds of at least $15,000,000 and ContextLogic will agree to file a Registration Statement with the SEC within thirty (30) days of receipt of the Demand Registration Request (or, if such 30-day period falls in a Company Blackout Period, within five (5) Business Days from the end of such Company Blackout Period) and use its reasonable best efforts to cause such Registration Statement to be promptly declared effective under the Securities Act. No more than two (2) Business Days after receiving a Demand Registration Request, ContextLogic shall deliver a written notice (a “Demand Notice”) of such Demand Registration Request to all the Lead Investors and each signatory to the Registration Rights Agreement listed as other investors (the “Other Investors”) who then hold Registrable Securities under the Registration Rights Agreement (collectively, the “Holders”), offering them the opportunity to include their Registrable Securities in the Demand Registration. Subject to Section 3.1.7 of the Registration Rights Agreement, ContextLogic shall include in the Demand Registration all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days after the date that the Demand Notice was delivered. ContextLogic shall use its reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days, subject to certain conditions in the Registration Rights Agreement.

Shelf Registration

Additionally, pursuant to the Registration Rights Agreement, upon the written request of any of the Lead Investors (such request, a “Shelf Registration Request”), ContextLogic will be required to promptly file a shelf Registration Statement (as defined in the Registration Rights Agreement) with the SEC pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by any Holders thereof and shall use reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act (such Registration pursuant to a Shelf Registration Request, a “Shelf Registration”). No more than two (2) Business Days after receiving a Shelf Registration Request, ContextLogic shall deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, which shall specify, if applicable, the amount of Registrable Securities to be registered and shall offer each such Holder the opportunity to include their Registrable Securities in the Shelf Registration. ContextLogic shall include in such Shelf Registration all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registration Notice has been delivered. ContextLogic shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”).

Shelf Takedown

At any time ContextLogic has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, any of the Lead Investors may make a written request (a “Shelf Takedown Request”) to ContextLogic to effect a Public Offering (as defined in the Registration Rights Agreement), including an Underwritten Shelf Takedown (as defined in the Registration Rights Agreement), of all or a portion of such Holder’s Registrable Securities that may be registered. No more than two (2) Business Days after receiving a Shelf Takedown Request (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown, ContextLogic shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown

TABLE OF CONTENTS

Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. ContextLogic shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered.

Piggyback Registration

If ContextLogic at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering (as defined in the Registration Rights Agreement) with respect to any offering of its equity securities subject to certain exceptions, then, no less than ten (10) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date, ContextLogic shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.3.2 of the Registration Rights Agreement, ContextLogic shall include in such Registration Statement or Public Offering all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice, subject to certain exceptions as discussed in more detail in the Registration Rights Agreement.

For purposes of the foregoing description of the Registration Rights Agreement and as defined in the Registration Rights Agreement:

•	“Company Blackout Period” means the period starting two weeks prior to the end of any fiscal quarter and ending on the second (2^nd) Business Day after earnings are publicly reported for such period.

•	“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

•

“Registrable Securities” means (i) all shares of ContextLogic common stock, (ii) all shares of ContextLogic common stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security of any Person (as defined in the Registration Rights Agreement) that is not then subject to vesting or forfeiture to ContextLogic and (iii) all shares of ContextLogic common stock directly or indirectly issued or then issuable with respect to the securities referred to in clauses (i) or (ii) above by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in any such case under clauses (i), (ii) or (iii) above, whether owned on the date hereof or hereafter acquired; provided, however, that shares of ContextLogic common stock that are then subject to forfeiture to ContextLogic shall not be deemed “Registrable Securities” for purposes of Section 3.1, 3.2.4 or 3.3 of the Registration Rights Agreement. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been Transferred (as defined in the Registration Rights Agreement) pursuant to Rule 144, (y) such Holder is able to immediately sell such securities under Rule 144 without any restrictions on transfer (including without application of paragraphs (c), (d), (e), (f) and (h) of Rule 144), or (z) such securities shall have ceased to be outstanding.

•

“Registration Statement” means any registration statement of ContextLogic filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus (as defined in the Registration Rights Agreement), amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8, or any successor form to either of the foregoing.

Voting Agreement

As contemplated by the Purchase Agreement, in connection with entering into the Purchase Agreement, on the Closing Date, each of the Abrams Investors and BCP (together, the “Voting Entities”), entered into a voting agreement (the “Voting Agreement”). Pursuant to the Voting Agreement, each of the Voting Entities agreed, among other matters, to

TABLE OF CONTENTS

vote their shares of ContextLogic common stock: (i) to cause the board of directors of ContextLogic (the “Board”) to be comprised of seven (7) directors at all times; (ii) for the election of two (2) individuals designated by the Abrams Investors to serve as directors on the Board (the “Abrams Nominees”), subject to certain conditions; (iii) for the election of two (2) individuals designated by BCP to serve as directors on the Board (the “BCP Nominees”), subject to certain conditions; (iv) for the election of any three (3) individuals, as each Party may determine in its respective sole discretion, who qualify as independent directors to serve as directors on the Board; and (v) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in the removal of any Abrams Nominee from the Board without the prior written consent of the Abrams Investors or any BCP Nominee from the Board without the prior written consent of BCP.

Escrow Agreement

As contemplated by the Purchase Agreement, in connection with the Purchase Agreement, Wilmington Trust, NA, a national banking association (the “Escrow Agent”), the Sellers Representative, and Holdings will enter into an Escrow Agreement which sets forth the terms of the Adjustment Escrow Fund, which is to include the Adjustment Escrow Amount of $2,750,000. Pursuant to the Escrow Agreement, the Escrow Agent will hold the Escrow Funds in an account established with and designated by the parties to the Escrow Agreement by the Escrow Agent, pursuant to which the Escrow Funds shall be held in a segregated, non-commingled deposit account titled in the name of the Escrow Agent for the benefit of the parties and not merely by book-entry identification.

Indemnification Agreement

In connection with the closing of the Transactions and pursuant to the Purchase Agreement, each Abrams Nominee shall enter into an Indemnification Agreement with ContextLogic whereby ContextLogic agrees to hold harmless and indemnify each indemnitee to the fullest extent permitted by law, subject to customary conditions. The Indemnification Agreement will also require ContextLogic to pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring the indemnitee to contribute to such payment and ContextLogic hereby waives and relinquishes any right of contribution it may have against the indemnitee, in addition to other customary provisions.

D. Sugarman Employment Agreement

On December 8, 2025, David Sugarman, current Chief Executive Officer of Opco, a subsidiary of US Salt, entered into an amended and restated employment agreement (the “Sugarman Employment Agreement”) with Opco for the position of Chief Executive Officer of Opco. In connection with the Transaction, Opco will become a subsidiary of ContextLogic, and as such, ContextLogic’s Compensation Committee and Board have approved the assumption of the employment agreement with Mr. Sugarman. Under the terms of the Sugarman Employment Agreement, Mr. Sugarman will receive a base salary of $550,000, will be eligible for an annual discretionary bonus of between 0% to 150% of his base salary based on achievement of EBITDA growth metrics of Opco, and will be eligible to participate in a long-term incentive program that vests over a five-year performance period. Upon a termination of Mr. Sugarman’s employment without “Cause” or by Mr. Sugarman for “Good Reason” (as such terms are defined in the Sugarman Employment Agreement), he is eligible for any earned but unpaid prior year’s bonus, any vested portion of his long-term incentive award, payable at the same time such award would have been paid had he remained employed, 12 months’ base salary continuation, a pro-rated bonus for the year of termination, based on actual performance, and up to 12 months’ COBRA premium payments, in each case conditioned upon his timely execution and non-revocation of a release of claims and compliance with his restrictive covenants.

* * *

The Purchase Agreement, the Backstop Agreements and the Debt Commitment Letter should not be read alone, but should instead be read in conjunction with the other information regarding us and US Salt that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, and other documents that the Company files with the SEC. Please refer to “Where You Can Find Additional Information” and “Information Incorporated by Reference.”

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities, other than those shares of ContextLogic common stock specifically referenced herein, nor does it constitute a solicitation of any vote or approval.

TABLE OF CONTENTS

THE RIGHTS OFFERING

The Subscription Rights and Transfer Provisions

In this Rights Offering, we are issuing at no charge a subscription right with respect to each share of ContextLogic common stock outstanding as of the Effective Date. The subscription rights will remain attached to and trade along with the associated ContextLogic common stock. Holders of subscription rights will be entitled to purchase 0.53486 shares of ContextLogic common stock for every subscription right held, at the exercise price of $8.00 per share. If all of the subscription rights are exercised in this Rights Offering, the aggregate number of shares of ContextLogic common stock issued in the Rights Offering would be 14,375,000 shares and the total purchase price of all of ContextLogic common stock sold in the Rights Offering will be $115 million.

The subscription rights in respect of shares of ContextLogic common stock are exercisable beginning on the Effective Date and will expire if they are not exercised by the Expiration Time, unless extended by us from time to time in our sole discretion.

In order to subscribe for the rights issued to you as a holder of ContextLogic common stock, you must submit your shares of ContextLogic common stock, with your rights certificate and payment of the exercise price. The shares of ContextLogic common stock submitted as part of the subscription process will not be transferable until they are returned to you upon completion or cancellation of the Rights Offering.

Holders who exercise their subscription rights will not be entitled to revoke their exercise, unless we amend this Rights Offering to extend the Expiration Time for a period of more than 30 days or make a fundamental change to the terms set forth in this prospectus, in which case we will allow holders to cancel previous subscriptions and receive a refund of amounts previously advanced.

Subscription rights that are not exercised by the Expiration Time will expire on that date and will have no further value. The holders of restricted shares, and to the extent vested and exercised prior to the Effective Date, options to purchase shares of ContextLogic common stock are eligible to participate in this Rights Offering. Upon such exercise, such shares will be treated in the same manner as the other shares of ContextLogic common stock described in this prospectus.

Holders who do not exercise their subscription rights or who trade the shares to which the subscription rights attach without first exercising the subscription rights will relinquish any value inherent in the subscription rights.

Holders who wish to exercise the subscription rights should note that immediately available funds must be received by the Expiration Time for a subscription to be valid. Although personal checks will be accepted, if they have not cleared by the Expiration Time, the subscription may not be valid. See “—Method and Receipt of Payment.” We reserve the right to limit the exercise of any subscription rights that would result in a risk of any stockholder becoming the owner of 4.9% or more of ContextLogic common stock. See “Risk Factors—We have the right to limit the exercise of the subscription rights.”

The number of shares that a holder may purchase pursuant to the basic subscription rights we are distributing is calculated by multiplying the number of subscription rights owned by 0.53486. For example, if a holder owns 100 subscription rights (based on holding 100 ContextLogic common stock shares), such holder may subscribe for 53 shares (100 subscription rights multiplied by 0.53486 = 53.486, rounded down to eliminate fractional shares). There is no minimum subscription requirement. We will not issue fractional shares of ContextLogic common stock. Fractional shares of ContextLogic common stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share, with the total purchase price to be paid by the holder being adjusted accordingly. Any excess subscription payments received by the rights agent will be returned, without interest or penalty, as soon as practicable.

The subscription rights are “stapled” to the ContextLogic common stock. Since stock trades may take a business day to settle, you may not receive your shares in time to exercise the attached subscription rights if you purchase shares late in the Rights Offering Period. Additionally, since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. Holders should submit their trades before the last day of the Rights Offering Period. We are under no obligation, and have no intention, to adjust our procedures to accommodate holders who acquire shares after the Rights Offering has expired.

TABLE OF CONTENTS

During the Rights Offering Period, the subscription rights will remain attached to and trade along with the associated ContextLogic common stock. Therefore, if a holder transfers shares of ContextLogic common stock during the period of the Rights Offering, the subscription rights associated with those shares of ContextLogic common stock will transfer along with the shares of ContextLogic common stock. Upon submission of a holder’s ContextLogic common stock for exercise of subscription rights, the ContextLogic common stock will be held in a suspense account and will cease to trade. Since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle following the Expiration Time and therefore would not settle with the subscription right. The rights are not separately tradable or transferable from the shares of ContextLogic common stock. At consummation of the Rights Offering, the ContextLogic common stock to be issued pursuant to validly exercised subscription rights will be issued, and the associated ContextLogic common stock will be released from the suspense account and returned to the holders who exercised such subscription rights.

Purpose of this Rights Offering

The principal purpose of this Rights Offering is to assist the Company in financing a portion of the cash purchase price for the US Salt Acquisition. See “Use of Proceeds.”

Determination of Terms of the Rights Offering

The exercise price and the other terms of the Rights Offering were approved by our Board. Our Board was also advised by our tax and corporate counsel and independent financial advisors who advised the Company in connection with the US Salt Acquisition, the Backstop Agreements and the Financings.

After review, the Board determined that the Rights Offering, together with the other Financings discussed in “The US Salt Acquisition, Backstop Agreements and Financings” above, was necessary in order to help raise the funding to finance the US Salt Acquisition. Further, a rights offering gives our stockholders the opportunity to participate in the sale of new equity capital on a pro rata basis. The exercise price for this Rights Offering is $8.00 per share and the Board believes that the exercise price for this Rights Offering balances our objective of achieving the maximum net proceeds obtainable from the Rights Offering, while providing our security holders with an opportunity to make an additional investment in our company and reduce the level of dilution of their ownership position in us. Further, in connection with entering into the Purchase Agreement, the Backstop Agreements and agreements relating to the Financings, the Board conferred with financial advisors experienced in equity offerings, including rights offerings, to determine that the pricing terms set forth in the respective agreements were fair and reasonable to the Company’s stockholders.

While ContextLogic common stock has traded at prices in excess of the exercise price in this Rights Offering, there can be no assurance that the market price of ContextLogic common stock will not decline during the exercise period to a level equal to or below the exercise price, or that, following the issuance of the subscription rights and of ContextLogic common stock upon exercise of subscription rights, an exercising holder will be able to sell shares purchased in this Rights would settle following the Expiration Time and therefore Offering at a price equal to or greater than the exercise price. See “Risk Factors—The price of ContextLogic common stock has been and continues to be volatile” and our other risk factors for a more complete discussion of risks associated with this Rights Offering and factors that can influence our financial performance.

Shares of ContextLogic Common Stock Outstanding after the Rights Offering

If all subscription rights are exercised in this Rights Offering, 14,375,000 new shares of ContextLogic common stock will be issued upon consummation of the Rights Offering. Based on the 26,876,099 shares of ContextLogic common stock issued and outstanding as of January 15, 2026, our issuance of shares in this Rights Offering and the Backstop Agreements would result, on a pro forma basis as of January 15, 2026 in an approximate 65.15% increase in the number of outstanding shares of ContextLogic common stock.

Conditions to the Rights Offering

The completion of this Rights Offering is conditioned on the confirmation that the conditions to closing of the US Salt Acquisition have been met. However, it is not contingent on the completion of any other backstop or financing. We may terminate the Rights Offering at any time in our sole discretion, including if the US Salt Acquisition is terminated or if there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the Rights Offering that in the sole judgment of our Board would or could make the Rights Offering or its

TABLE OF CONTENTS

completion illegal or materially more burdensome to us or otherwise restrict or prohibit completion of the Rights Offering. Subscription rights are not exercisable in any state or other jurisdiction in which the offer and sale of the subscription rights and ContextLogic common stock is not permitted, see “Plan of Distribution.”

In addition, if we determine that the exercise of the subscription rights would cause an unreasonable risk of a Section 382 ownership change, we may terminate the Rights Offering.

If the conditions to completion of the Rights Offering are not satisfied or we otherwise terminate the Rights Offering, all subscription rights will expire without value and all exercise payments received by the rights agent will be returned promptly, without interest, penalty or deduction.

Expiration of the Rights Offering

Holders may exercise subscription rights at any time before 5:00 p.m. in New York City, on , 2026, the Expiration Time. We may, in our sole discretion, extend the time for exercising the subscription rights. If a holder does not exercise subscription rights before the Expiration Time, such holder’s unexercised subscription rights will be null and void. We will not be obligated to honor a holder’s exercise of subscription rights if the rights agent, Equiniti, receives the documents relating to such exercise after the Rights Offering expires, regardless of when the holder transmitted the documents. We may extend the Expiration Time by giving oral or written notice to the rights agent on or before the scheduled Expiration Time. If we elect to extend the Expiration Time, we will issue a press release announcing the extension no later than 9:00 a.m. in New York City, on the next business day after the most recently announced Expiration Time.

If we amend the Rights Offering to extend the Expiration Time for a period of more than 30 days, those holders who have previously exercised subscription rights will be permitted to cancel those subscriptions and the rights agent will promptly refund any amounts previously advanced by those holders, without interest or penalty payments.

Subscription Rights

Subscription rights entitle holders to the basic subscription right. However, the prior approval of our Board will be required for the issuance of any such rights to the extent the exercise of subscription rights under this Rights Offering would trigger the transfer restrictions in ContextLogic’s Certificate of Incorporation.“ All holders subscribing for shares in this Rights Offering will be required to confirm that they are not, or will not become as a result of such subscription, a 4.9% holder of ContextLogic common stock unless specifically approved by the Board in connection with the transfer restrictions and must provide related notification to the rights agent and supply such additional information as the rights agent or we may require. We reserve the right to refuse any subscription for failure to comply with such requirement or if we believe that the exercise of such subscription rights could pose ownership change issues for purposes of Section 382 of the Tax Code. See “—The Transfer Restrictions.”

Basic Subscription Rights. With the basic subscription rights, holders may purchase 14,375,000 shares of ContextLogic common stock for every subscription right held, by delivery of the documents required by the rights agent, including stock certificates if shares are held in certificated form and any additional documents if shares are held beneficially, and payment of the exercise price. There is no minimum number of shares holders must purchase as a result of the exercise of subscription rights, but a holder may not purchase fractional shares. The rights agent will deliver certificates to, or make the necessary book-entry transfers on behalf of, holders representing the shares that holders purchase upon the exercise of subscription rights as soon as practicable after this Rights Offering has expired, the subscription has been accepted and the US Salt Acquisition has closed.

Issuance of Shares and Return of Excess Payment. The rights agent will deliver stock certificates to or make the necessary book-entry transfers on behalf of holders, representing the shares that holders purchased as a result of the exercise of subscription rights as soon as reasonably practicable after the Expiration Time and after all pro rata allocations and adjustments have been completed. The rights agent will return any excess payments by mail, without interest or deduction, as soon as is reasonably practicable following the Expiration Time. The rights agent will not deliver certificates to, or make book-entry transfers on behalf of, any holder in any state in which qualification is required, unless and until the offer and sale of the subscription rights and ContextLogic common stock are qualified in that state. See “Plan of Distribution.”

Exercise Price

The exercise price is $8.00 per share for the purchase of shares of ContextLogic common stock under the subscription right, payable in immediately available funds. See “—Method and Receipt of Payment.” If the conditions to the

TABLE OF CONTENTS

completion of the Rights Offering are not satisfied or the Rights Offering is otherwise terminated, each subscribing holder’s funds will be returned as soon as practicable, without deduction, but also without any interest or penalty payment.

Exercise of Subscription Rights

Holders who wish to exercise subscription rights should read and follow the instructions of the exercise forms carefully. Holders who wish to exercise subscription rights and who own shares through banks, brokers or other nominees should be sure to coordinate with their banks, brokers or other nominees, as set forth below, as soon as possible to ensure that all required information, payments and instructions are received in a timely fashion prior to the Expiration Time.

Subscription rights may be exercised by holders of ContextLogic common stock by taking the following steps and ensuring the exercise is fully completed at the address and in the manner described below and as set forth under “—Method and Receipt of Payment” and “—Rights Agent; Delivery of Subscription Materials and Payment,” at or prior to 5:00 p.m. in New York City, on the Expiration Time:

Procedure for holders of record of ContextLogic common stock

•	your properly completed and executed subscription rights exercise certificate with any required signature guarantees or other supplemental documentation;

•	your ContextLogic common stock that is “stapled” to such subscription rights; and

•

All of the above must be RECEIVED by the rights agent by the Expiration Time at the following address:

Equiniti Trust Company, LLC

Operations Center

Attn: Onbase - Reorganization Depart.

1110 Centre Pointe Curve, Suite # 101

Mendota Heights, MN 55120

For assistance call (877) 248-6417 or (718) 921-8317

If your payment is being made by an uncertified personal check, you must allow significant additional time for your check to clear at or prior to the Expiration Time, and your subscription rights will not be deemed exercised until such uncertified check clears. The method of delivery of any documentation and/or payment to the rights agent is at your own risk. Overnight courier or hand delivery is recommended. If you choose to use regular mail, however, it is recommended that you use insured, registered mail, return receipt requested. See “The Rights Offering—Rights Agent; Delivery of Subscription Materials and Payment”.

Procedure for holders of ContextLogic common stock through a broker, bank, or other nominee:

•

you must provide your instructions to your broker, bank, or other nominee (in the format requested by your nominee) to instruct DTC to transfer your shares of ContextLogic common stock and the subscription rights to be exercised to a suspense account at DTC on behalf of the rights agent, to be held in escrow for you until after the Expiration Time;

•	you must also provide instructions to your broker, bank, or other nominee (in the format requested by your nominee) of the number of shares of ContextLogic common stock for which you wish to have your nominee exercise the associated subscription rights on your behalf at the exercise price;

TABLE OF CONTENTS

•	you must make any necessary payment arrangements with your broker, bank, or other nominee;

•	you must follow any special instructions provided to you by your broker, bank, or other nominee (in the format requested by your nominee) with respect to the exercise of your subscription rights; and

•	upon submission of your exercise of subscription rights, your shares of ContextLogic common stock will be held in a suspense account until after the Expiration Time, at which time your shares will be returned to your nominee on your behalf

DO NOT SEND ANY INSTRUCTIONS TO US OR THE RIGHTS AGENT. YOUR INSTRUCTIONS MUST BE PROVIDED TO YOUR BROKER, BANK, OR OTHER NOMINEE (IN THE FORMAT REQUESTED BY YOUR NOMINEE).

Upon submission of your ContextLogic common stock for exercise of subscription rights, the ContextLogic common stock will be held in a suspense account and will cease to trade. Since stock trades may take a business day to settle, trades made by holders on the last day of the Rights Offering Period would settle after the Expiration Time and therefore would not settle with the subscription right. The rights are not separately tradable or transferable from the shares of ContextLogic common stock. At consummation of the Rights Offering, the ContextLogic common stock to be issued pursuant to your validly exercised subscription rights will be issued, and the associated ContextLogic common stock will be released from the suspense account and returned to you.

If a holder does not indicate the number of subscription rights being exercised, or does not forward full payment of the total exercise price payment for the number of subscription rights that the holder has indicated are being exercised, subject to the limitation by the transfer restrictions then the holder will be deemed to have exercised its subscription rights with respect to the lesser of the maximum number of subscription rights that may be exercised with the aggregate exercise price payment and the maximum number of subscription rights that may be exercised with the number of ContextLogic common stock certificates such holder delivered to the rights agent or book-entry transfers effected.

If the holder’s aggregate exercise price payment is greater than the amount that such holder would owe for exercise of its basic subscription right in full, we or the rights agent will return the excess amount to such holder by mail, without interest or penalty, as soon as practicable after the Expiration Time.

Holders who wish to subscribe for fewer than all the shares of ContextLogic common stock represented by their subscription rights should indicate on their subscription rights certificate or card the number of subscription rights that they wish to exercise. There is no minimum number of shares holders must purchase as a result of the exercise of subscription rights, but a holder may not purchase fractional shares.

The rights agent will hold payments of the exercise price in a segregated account with other payments received from other holders of subscription rights until we issue shares to subscribing holders or return such payments, without interest, penalty or deduction.

TABLE OF CONTENTS

Each holder is responsible for the method of delivery of its subscription rights certificate or card and exercise price payment to the rights agent. Any holder who subscribes for our shares is urged to send exercise forms and exercise price payment as securely as possible, by registered mail, properly insured, with return receipt requested. Sufficient time should be allowed to ensure receipt by the rights agent of all necessary exercise documentation and funds prior to the Expiration Time.

Method and Receipt of Payment

A holder’s payment of the exercise price must be made in U.S. dollars for the full number of shares of ContextLogic common stock for which the holder is subscribing by either:

•	certified check, bank draft, or wire transfer drawn upon a U.S. bank to the rights agent; or

•	personal check payable to the rights agent.

However, if a holder is paying by uncertified personal check, please note that uncertified checks may take at least five business days to clear. We strongly urge holders who wish to pay the exercise price by uncertified personal check to consider using a certified or cashier’s check, or wire transfer of funds to avoid missing the opportunity to exercise their subscription rights, but in any event, to make any subscription exercise and payment sufficiently in advance of the Expiration Time to ensure that such payment is received and cleared by the Expiration Time. We will not be responsible for any delays in processing uncertified checks, even if such delays result in a holder’s subscription rights not being exercised.

A holder’s payment will be considered received by the rights agent only upon:

•	clearance of any uncertified check;

•	receipt by the rights agent of any certified check, bank draft, or wire transfer drawn upon a U.S. bank; or

•	receipt of collected funds in the subscription right account designated above.

Medallion Guarantee or Other Signature Guarantee Program May Be Required

If a registered holder of ContextLogic common stock transfers those shares during the Rights Offering without exercising the attached subscription rights, then any transferee of such shares desiring to exercise subscription rights must have his, her or its signature on each subscription rights certificate guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the rights agent, unless:

•	the subscription rights certificate provides that shares are to be delivered to the holder as record holder of those subscription rights; or

•	the holder is an eligible institution, including generally a commercial bank, a broker dealer, municipal securities broker a credit union, a member of a national securities exchange, registered securities association or clearing agency or savings association.

Signature guarantees may be obtained from a financial institution—such as a commercial bank, savings association, bank, credit union or broker dealer—that participates in one of the Medallion signature guarantee programs. The three Medallion signature guarantee programs are the following:

•	Securities Transfer Agents Medallion Program (STAMP), whose participants include more than 7,000 U.S. and Canadian financial institutions;

•	Stock Exchanges Medallion Program (SEMP), whose participants include the regional stock exchange member firms and clearing and trust companies; and

•	New York Stock Exchange Medallion Signature Program (MSP) whose participants include NYSE member firms.

Financial institutions who are not members of a recognized Medallion signature guarantee program are not able to provide signature guarantees. Further, it is not likely a financial institution will guarantee the signature of a party who is not a customer of that institution. Therefore, the best source of a Medallion Guarantee would be a bank, savings and loan association, brokerage firm or credit union with whom a holder already does business.

TABLE OF CONTENTS

Rights Agent; Delivery of Subscription Materials and Payment

We have appointed Equiniti Trust Company, LLC as rights agent for this Rights Offering. Holders should deliver subscription exercise forms, payment of the exercise price and other subscription documents to the rights agent at the following address:

Equiniti Trust Company, LLC

Operations Center Attn: Onbase

- Reorganization Depart. 1110

Centre Pointe Curve, Suite # 101

Mendota Heights, MN 55120

For assistance call (877) 248-6417

or (718) 921-8317

Any delivery of materials to an address other than the address set forth above will not constitute valid delivery and will not be accepted by us.

We will pay the rights agent customary fees and reimbursements for its expenses. We have also agreed to indemnify the rights agent against any liability that it may incur in connection with the Rights Offering.

Information Agent; Questions about Exercising Subscription Rights

We have appointed D.F. King & Co., Inc. as information agent for this Rights Offering. Any questions, requests for assistance regarding the method of exercise of subscription rights or the completion of exercise forms, or requests for additional copies of this prospectus or any ancillary documents may be directed to the information agent at the following address, telephone number and email:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Toll Free: (888) 542-7446

Email: logc@dfking.com

We will pay the information agent customary fees and reimbursements for its expenses. We have also agreed to indemnify the information agent against any liability that it may incur in connection with this Rights Offering.

Notice to Brokers and Nominees

Holders who are banks, brokers, trustees, depositories or other nominees who holds shares of ContextLogic common stock for the account of others on the Effective Date should notify the respective beneficial owners of such shares of this Rights Offering as soon as possible to find out their intentions with respect to exercising their subscription rights. Such holders should obtain instructions from the beneficial owner with respect to the subscription rights, as set forth in the instructions we or the rights agent have provided to such holders for distribution to beneficial owners. If the beneficial owner so instructs, such holders should complete the appropriate subscription rights certificates and submit them to the rights agent with the proper payment.

Notice to Beneficial Owners

For those holders who are beneficial owners of shares of ContextLogic common stock or who receive subscription rights through a bank, broker, trustee, depository or other nominee, we will ask such holders’ banks, brokers, trustees, depositories or other nominees to provide notice of this Rights Offering. If such holder wishes to exercise subscription rights, that holder will need to have his, her or its bank, broker, trustee, depository or other nominee act on its behalf. If such holder holds certificates of ContextLogic common stock directly and would prefer to have such holder’s bank, broker, trustee, depository or other nominee hold them on his, her or its behalf, such holder should contact the bank, broker, trustee, depository or other nominee and request it to effect the transactions for such holder. To indicate any decision with respect to a beneficial holder’s subscription rights, such holder should complete and return to his, her or its bank, broker, trustee, depository or other nominee all such materials for the Rights Offering which the bank, broker, trustee, depository or other nominee provides holders. Any holder with questions regarding subscription should contact the nominee as soon as possible.

TABLE OF CONTENTS

Notice of Procedures for DTC Participants

We expect that the exercise of subscription rights may be made through the facilities of DTC. If a holder’s subscription rights are held of record through DTC, such holder may exercise subscription rights by instructing his, her or its broker or other nominee to transfer subscription rights and the “stapled” shares of ContextLogic common stock from the broker’s account to the account of the rights agent, together with certification as to the aggregate number of subscription rights such holder is exercising and the number of shares of ContextLogic common stock such holder is subscribing for under his, her or its subscription right, and such holder shall provide his, her or its exercise price payment for each share subscribed for pursuant to the subscription right.

Notice to Foreign and Other Stockholders

Exercise forms will not be mailed to holders of subscription rights whose addresses are outside the United States or who have an Army Post Office or a Fleet Post Office address. To exercise such subscription rights, any such holder must notify the rights agent and take all other steps that are necessary to exercise subscription rights on or prior to the Expiration Time. If the procedures set forth in the preceding sentence are not followed prior to 5:00 p.m. New York City time on the third business day prior to the Expiration Time, such holder’s subscription rights will expire.

Amendments and Cancellation

We reserve the right to extend the Expiration Time and to amend the terms or conditions of this Rights Offering.

If this Rights Offering is extended for up to thirty days in the discretion of the Board, the rights agent will hold all subscriptions exercised to date, and all payments submitted to date. If we elect to extend the Expiration Time of the Rights Offering, we will issue a press release announcing the extension no later than 9:00 a.m., New York City time, on the next business day following the most recently announced Expiration Time of the Rights Offering. We will extend the duration of the Rights Offering as required by applicable law or regulation and may choose to extend it if we decide to give holders more time to exercise their subscription rights in this Rights Offering. If we amend the Rights Offering to allow for an extension of the Rights Offering for a period of more than 30 days, then holders who have already subscribed for rights may cancel their subscriptions and receive a refund of any money they have previously advanced.

We may amend the terms of the subscription rights without the approval of any of the holders of the subscription rights or our stockholders generally. After the Effective Date, we may amend the terms of the subscription rights to cure an ambiguity or correct or supplement a provision which may be defective or inconsistent with other provisions. We may also add provisions relating to questions or matters which arise and additions which we and the rights agent deem necessary or desirable and which will not adversely affect the interests of the holders of the subscription rights. If we should make any fundamental changes to the terms set forth in this prospectus, including a change in the exercise price of number or shares of ContextLogic common stock purchasable upon exercise of a subscription right, a new prospectus will be distributed to all holders of subscription rights who have previously exercised subscription rights and to holders of record of unexercised subscription rights on the date we amend the terms.

In addition, all holders who have previously exercised their rights, or who exercise subscription rights within four business days after the mailing of the new prospectus, shall be provided with a form of consent to the amended Rights Offering terms on which they can confirm their exercise of subscription rights and their exercise under the terms of the Rights Offering as amended by us. Any holder who has previously exercised any subscription rights, or who exercises subscription rights within four business days after the mailing of the new prospectus, and who does not return such consent within ten business days after the mailing of such consent by us will be deemed to have canceled its exercise of subscription rights, and the full amount of the exercise price previously paid by such holder will be returned promptly by mail, without interest or deduction. Any completed exercise form received by the rights agent five or more business days after the date of the amendment will be deemed to constitute the consent of such holder who completed such exercise form to the amended terms.

We reserve the right to cancel the Rights Offering at any time. If the US Salt Acquisition does not occur for any reason, the Rights Offering will be terminated. Such cancellation would be effected by us by giving oral or written notice of such cancellation to the rights agent and making a public announcement by press release. If canceled, the exercise price will be promptly returned by mail to those holders who have exercised subscription rights, without interest, penalty payment or deduction. If the Rights Offering is canceled, no shares will be issued, the subscription rights will not be exercisable and will have no value.

TABLE OF CONTENTS

Determinations Regarding the Exercise of Subscription Rights

We will decide in our sole discretion all questions concerning the timeliness, validity, form and eligibility of any exercise of subscription rights, and our determinations will be final and binding. We, in our sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as we may determine. We may reject the exercise of any subscription rights because of any defect or irregularity. We will not receive or accept any exercise until all irregularities have been waived by us or cured by affected holders within such time as we decide, in our sole discretion.

Neither we nor the rights agent will be under any duty to notify holders of any defect or irregularity in connection with the submission of exercise forms, and we will not be liable for failure to notify holders of any defect or irregularity. We reserve the right to reject any holder’s exercise of subscription rights if such holder’s exercise is not in accordance with the terms of the Rights Offering or in proper form. We will also not accept any exercise of subscription rights if our issuance of such shares of ContextLogic common stock could be deemed to violate ContextLogic’s Certificate of Incorporation or bylaws, be unlawful under applicable law, be materially burdensome to us or as otherwise described under “—Conditions to The Rights Offering.”

Impermissible Ownership

We reserve the right, and we will not be required, to issue shares of ContextLogic common stock pursuant to the Rights Offering to any holder if, in our opinion, such holder is required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at the time the Rights Offering expires, such holder has not obtained such clearance or approval. We are not undertaking to advise any holder of any such required clearance or approval or to pay any expenses incurred in seeking such clearance or approval.

Securities Restrictions State and Foreign Jurisdiction

We are not offering or selling, or soliciting any purchase of, subscription rights or shares in any state, non-U.S. or other jurisdiction in which this Rights Offering is not permitted. We will not sell or accept an offer to purchase shares of ContextLogic common stock from any holder if such holder is located in any state, non-U.S. or other jurisdiction in which the sale or offer of the rights would be unlawful. We reserve the right to delay the commencement of this Rights Offering in certain states or other jurisdictions if necessary to comply with local laws. See “Plan of Distribution.”

We may elect not to offer shares to residents of any state, non-U.S. or other jurisdiction whose laws would require a change in this Rights Offering in order to carry out this Rights Offering in such state or jurisdiction. If that happens and a holder who is a resident of the state or jurisdiction that requests the modification, such holder will not be eligible to participate in the Rights Offering. We do not expect that there will be any changes in the terms of the Rights Offering. However, other than as described in “Plan of Distribution” we are not currently aware of any states or jurisdictions that would preclude participation in the Rights Offering, other than Arizona and California. See “Plan of Distribution.”

Transfer Restrictions

To preserve the availability of our tax attributes, the transfer restrictions of our Certificate of Incorporation impose certain restrictions on the transfer of ContextLogic common stock and other equity securities. These restrictions aim to reduce the likelihood of an “ownership change” as described in Section 382 of the Tax Code, the occurrence of which could substantially limit our ability to utilize our tax attributes. The transfer restrictions allow us to impose trading restrictions on persons who own, or as a result of any transaction would own, 4.9% or more of ContextLogic common stock.

Therefore, we intend to vigorously enforce our transfer restrictions of ContextLogic’s Certificate of Incorporation under this Rights Offering. Any purported exercise of subscription rights, in violation of the transfer restrictions in ContextLogic’s Certificate of Incorporation, will be void and of no force and effect.

TABLE OF CONTENTS

No Recommendation to Subscription Rights Holders

Our Board makes no recommendation regarding any holder’s exercise of the subscription rights. Holders of subscription rights are urged to make their own decisions whether or not to exercise such subscription rights based on their own assessment of our business and the Rights Offering. See “Risk Factors” in this prospectus and in any document incorporated by reference into this prospectus.

Participation by Directors, Officers, Employees and Large Stockholders in the Rights Offering

To the extent our directors, officers and employees own ContextLogic common stock or restricted stock, or stock options that have been exercised for shares of ContextLogic common stock in advance of the Effective Date, they will receive subscription rights in this Rights Offering. See “Risk Factors—Our executive officers, outside directors and large stockholders may significantly increase their relative ownership and voting interest.”

TABLE OF CONTENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (the “Unaudited Pro Forma Financial Information”) has been prepared in accordance with Article 11 of Regulation S-X of the SEC based on the historical consolidated financial statements of the Company and US Salt Holdings, LLC, and subsidiaries (such entities, taken together, comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries (“US Salt” or the “Seller”)) as indicated below, and is intended to provide information about how the Transactions might have affected the Company’s historical consolidated financial statements. The Unaudited Pro Forma Financial Information reflects the historical consolidated financial statements of US Salt Holdings, LLC, the wholly owned subsidiary of US Salt Parent Holdings, LLC. US Salt Parent Holdings, LLC is a holding company without separate operations or financial statements other than its investment in US Salt Holdings, LLC.

On December 8, 2025, the Company announced that it has entered into a Purchase Agreement with US Salt, under which US Salt is expected to become a subsidiary of the Company upon completion of the Transaction. US Salt is a leading provider in the evaporated salt market, specializing in the extraction, refinement, and packaging of specialty salts. Its products serve diverse sectors, including retail grocery, pharmaceuticals, industrial applications, and food service. Under the proposed terms of the Purchase Agreement, the Company intends to acquire US Salt for approximately $908 million (the “consideration transferred”). The cash portion of the consideration transferred (the “cash consideration”) is expected to be funded through a combination of $215 million in new term debt, $115 million in proceeds from rights offering, $75 million in proceeds from sales of preferred units, and existing cash reserves (see Note 7). Out of the total consideration transferred of $908 million, the Company will settle the sellers’ indebtedness of $206 million. The consideration transferred also includes $324 million in rollover equity (the “equity consideration”).

The Unaudited Pro Forma Balance Sheet as of September 30, 2025 combines the historical unaudited condensed consolidated balance sheet of ContextLogic and the historical unaudited condensed consolidated balance sheet of US Salt, each as of September 30, 2025, and depicts adjustments reflecting the accounting for the Transaction as if it had occurred on that date. The Unaudited Pro Forma Statement of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 reflect the combination of (i) the historical audited consolidated statement of operations of ContextLogic for the year ended December 31, 2024 adjusted for the disposition of the Wish platform to eliminate operations of the Asset Sale that completed on April 18, 2024 (refer to Note 2), and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, with (ii) the historical audited consolidated statement of operations of US Salt for the year ended December 31, 2024, and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, and depicts the adjustments reflected on the Unaudited Pro Forma Balance Sheet assuming those adjustments were made on January 1, 2024.

The Unaudited Pro Forma Financial Information has been developed from and should be read in conjunction with:

•	the accompanying notes to the Unaudited Pro Forma Financial Information;

•	the historical audited consolidated financial statements of ContextLogic (further described under Note 2) for the year ended December 31, 2024, included in the ContextLogic’s Annual Report on Form 10-K, filed with the SEC on March 12, 2025;

•	the historical unaudited condensed interim consolidated financial statements of ContextLogic for the nine months ended September 30, 2025, included in ContextLogic’s Quarterly Report on Form 10-Q, filed with the SEC on October 28, 2025;

•	the historical audited consolidated financial statements of US Salt for the year ended December 31, 2024, included elsewhere in this prospectus; and

•	the historical unaudited condensed interim consolidated financial statements of US Salt for the nine months ended September 30, 2025, included elsewhere in this prospectus.

The adjustments reflected in the Unaudited Pro Forma Financial Information depicting the accounting for the Transaction is presented using the acquisition method of accounting, with ContextLogic as the accounting acquirer and US Salt as the acquiree. Under the acquisition method of accounting, the consideration transferred is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of US Salt based mostly on their respective fair market values with any excess consideration transferred allocated to goodwill.

The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786

TABLE OF CONTENTS

“Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. Both ContextLogic and US Salt historical financial statements were prepared in accordance with GAAP and presented in U.S. dollars.

The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Transaction occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Transaction, and, accordingly, do not attempt to predict or suggest future results.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(In millions of U.S. dollars)


			Assuming 0% Rights Offering Participation			Assuming 100% Rights Offering Participation
	Historical ContextLogic Holdings Inc.	Historical US Salt Holdings, LLC	Purchase Accounting and Financing Adjustments	Notes	Pro Forma Combined	Purchase Accounting and Financing Adjustments	Notes	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$102	$6	(584)	3A	$45	(584)	3A	$45
			116	3A		116	3A
			405	7A		405	7A
Marketable securities	116	—	(116)	3A	—	(116)	3A	—
Prepaid expenses and other current assets	—	1	—		1	—		1
Accounts receivable	—	13	—		13	—		13
Inventory	—	9	1	3D	10	1	3D	10
Total current assets	218	29	(178)		69	(178)		69
Noncurrent assets
Property, plant and equipment	—	323	35	3C	358	35	3C	358
Goodwill	—	28	908	3A	183	908	3A	183
			(327)	3B		(327)	3B
			(35)	3C		(35)	3C
			(1)	3D		(1)	3D
			(206)	3F		(206)	3F
			(184)	3E		(184)	3E
Other intangible assets	—	17	327	3B	344	327	3B	344
Right-of-use asset	—	2	—		2	—		2
Other noncurrent assets	—	6	—		6	—		6
Total noncurrent assets	—	376	517		893	517		893
Total assets	$218	$405	$339		$962	$339		$962
Liabilities, Redeemable Non-controlling Interest, and Equity
Current liabilities
Accrued liabilities	$—	$5	$26	3I	$31	$26	3I	$31
Accounts payable	—	7	—		7	—		7
Current portion of lease liability	—	1	—		1	—		1
Current maturities of long-term debt	—	2	(2)	3F	2	(2)	3F	2
			2	7A		2	7A
Total current liabilities	—	15	26		41	26		41

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(In millions of U.S. dollars)


			Assuming 0% Rights Offering Participation			Assuming 100% Rights Offering Participation
	Historical ContextLogic Holdings Inc.	Historical US Salt Holdings, LLC	Purchase Accounting and Financing Adjustments	Notes	Pro Forma Combined	Purchase Accounting and Financing Adjustments	Notes	Pro Forma Combined
Noncurrent liabilities
Long-term debt	—	204	(204)	3F	213	(204)	3F	213
			213	7A		213	7A
Long-term portion of lease liability	—	1	—		1	—		1
Asset retirement obligation	—	1	—		1	—		1
Total noncurrent liabilities	—	206	9		215	9		215
Total liabilities	—	221	35		256	35		256
Redeemable non-controlling interest	77	—	75	7A	—	75	7A	—
			(152)	3H	—	(152)	3H
Total redeemable non-controlling interest	77	—	(77)		—	(77)		—
Stockholders’ equity
Preferred stock	—	—	—	—	—	—	—	—
Common stock	—	—	—	—	—	—	—	—
Additional paid-in capital	3,482	182	324	3A	3,686	324	3A	3,850
			(182)	3E		(182)	3E
			115	7A		115	7A
			(235)	3H		(71)	3H
Accumulated deficit	(3,341)	2	(2)	3E	(3,367)	(2)	3E	(3,367)
			(26)	3I		(26)	3I
Total stockholders’ equity	141	184	(6)		319	158		483
Equity attributable to non-redeemable non-controlling interest	—	—	387	3H	387	223	3H	223
Total equity	141	184	381		706	381		706
Total liabilities, redeemable non-controlling interest, and equity	$218	$405	$339		$962	$339		$962

See accompanying notes to unaudited pro forma condensed combined financial information.

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months ended September 30, 2025

(In millions of U.S. dollars, shares in thousands, except per share data)

Assuming 0% Rights

Offering Participation

Assuming 100% Rights

Offering Participation

Historical

ContextLogic

Holdings Inc.

Historical

US Salt

Holdings,

LLC

Purchase

Accounting

and

Financing

Adjustments

Notes

Pro Forma

Combined

Purchase

Accounting

and

Financing

Adjustments

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer
Identification Number)

ContextLogic Holdings Inc. S-1