ContextLogic Holdings Inc. 8-K

What Happened

• On January 20, 2026, ContextLogic Holdings, Inc. (OTCQB: LOGC) filed an 8‑K updating a previously disclosed Purchase Agreement under which ContextLogic will acquire the US Salt business. As part of the Transaction, ContextLogic is offering subscription rights to its common stockholders to purchase shares on a pro rata basis in a Rights Offering with an aggregate purchase price of $115,000,000. The filing provides supplemental disclosures and financial information about US Salt and pro forma combined results.

Key Details

• Filing date: January 20, 2026 (supplemental to the December 7, 2025 disclosure).
• Rights Offering: pro rata subscription rights to existing ContextLogic common stockholders for an aggregate $115,000,000.
• Financial disclosures provided: audited consolidated financial statements of US Salt Holdings, LLC for years ended December 31, 2024 and 2023; interim condensed consolidated statements as of December 31, 2024 and for the nine months ended September 30, 2025 and 2024.
• Pro forma information: unaudited pro forma condensed combined balance sheet as of September 30, 2025 and pro forma statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025, prepared under Article 11 of Regulation S‑X.
• Auditor consent: Exhibit includes Deloitte & Touche LLP consent as auditor of US Salt for 2024 and 2023.

Why It Matters

• The filing confirms a material acquisition that will expand ContextLogic’s business into salt production, and it outlines how the company intends to fund the transaction in part through a $115M rights offering to existing shareholders. Investors should note the potential need to participate in the rights offering to avoid dilution and should review the provided audited US Salt financials and the unaudited pro forma statements to evaluate the combined company’s historical results and balance sheet position. The filing is informational and includes auditor consent and supplemental S‑1 style disclosures to increase transparency about US Salt and the Transaction.