M&A - ContextLogic Inc.

Form Type: 10-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025037990

Filing Summary: ContextLogic Inc. has provided a detailed report for the fiscal year ended December 31, 2024, highlighting significant corporate changes following an asset sale. The company owned a global e-commerce platform known as Wish, which facilitated connections between consumers and merchants using advanced technology. In February 2024, ContextLogic entered an agreement to sell substantially all its assets to Qoo10 Inc., which was completed on April 19, 2024. The company received approximately $162 million in cash, cash equivalents, and marketable securities from the asset sale, thus exiting the operation of its marketplace and logistics business. Following this transition, the entity is focusing on strategic alternatives for utilizing the proceeds from the asset sale. Although it has exited its traditional business operations, ContextLogic is not planning to liquidate but is instead evaluating various options for future growth, which may involve acquiring other businesses or assets. The report also mentions the ongoing legal proceedings and various risks associated with operating a global business subject to complex regulations.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025036861

Filing Summary: On March 6, 2025, ContextLogic Inc. entered into an Amended and Restated Investment Agreement with its wholly-owned subsidiary and an investor, allowing for the issuance of up to 150,000 Class A convertible preferred units for a total of $150,000,000. The initial closing resulted in 75,000 preferred units sold for $75,000,000, with potential for further issuance to finance an acquisition. Key provisions regarding voting rights, conversion options, and potential redemption after a certain period are outlined. The board appointed Ted Goldthorpe and Mark Ward as directors, with Goldthorpe as Chairman, and established a Transformation Committee. CEO Rishi Bajaj's employment agreement was updated with compensation details and vesting conditions for equity awards based on performance metrics.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000090266425001311

Filing Summary: On February 24, 2025, ContextLogic Inc. entered into an Investment Agreement to issue and sell up to 18,750,000 Class A convertible preferred units for an aggregate purchase price of up to $150,000,000, aimed at financing the future acquisition of assets or a target business. The initial closing is set for three business days after conditions of the Investment Agreement are met, with 9,375,000 Preferred Units being sold initially for $75,000,000. An additional 9,375,000 units may be issued contingent on an acquisition. The Preferred Units will have a preferred return of 4% per annum before acquisition and 8% thereafter, with compounding provisions. The Company plans to contribute a total of $146,702,000 to Holdings in exchange for Common Units as part of the financing. Following the Initial Closing, appointments to the board will be made for representatives of the Investor, depending on their ownership stake in the company. Additionally, on February 25, 2025, a press release was issued to announce the Investment Transaction.

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