M&A - ContextLogic Inc.

Form Type: DEFA14A

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000090266425002911

Filing Summary: ContextLogic Inc. has filed a DEFA14A concerning a material definitive agreement related to a proposal for a reorganization that stockholders will vote on during the 2025 Annual Meeting scheduled for July 10, 2025. This proposal involves amending the Reorganization Agreement to address concerns raised by Institutional Shareholder Services (ISS), recommending stockholders vote against it due to Transfer Restrictions on common stock of Easter Parent, Inc. (Holdings). On July 3, 2025, the Boards of Directors of ContextLogic, Holdings, and Easter Merger Sub, Inc. amended the Reorganization Agreement to ensure that the Transfer Restrictions will expire no later than three years after the reorganization. The amendment and affected certificates, which provide clearer definitions regarding expiration dates and stockholder approvals, signal the company's response to stockholder guidance and aim to facilitate the reorganization process.

Form Type: DEFA14A

Filing Date: 2025-06-18

Corporate Action: Merger

Type: New

Accession Number: 000114036125023003

Filing Summary: ContextLogic Inc. is filing a Supplement to the Proxy Statement associated with the 2025 Annual Meeting of Stockholders scheduled for July 10, 2025. This Supplement provides critical updates and amends the previously issued Proxy Statement dated May 28, 2025, in connection with a Reorganization Proposal. The Reorganization involves ContextLogic becoming a wholly-owned subsidiary of a newly formed holding company, Easter Parent, Inc., immediately followed by ContextLogic's conversion into a Delaware limited liability company. Each share of ContextLogic's class A common stock will be exchanged for one share of common stock in Holdings. The Reorganization aims to protect ContextLogic’s substantial net operating loss carryforwards. Stockholders have appraisal rights if they do not vote in favor of the proposal. The document details the procedures, including the need for compliance with Delaware General Corporation Law Section 262 for stockholders desiring to exercise these rights, and explains the implications of the Reorganization on their shares. Further, the filing highlights the importance of strict adherence to statutory processes to preserve appraisal rights, as failure to comply may result in the loss of these rights.

Form Type: DEFR14A

Filing Date: 2025-06-18

Corporate Action: Merger

Type: New

Accession Number: 000114036125022992

Filing Summary: ContextLogic Inc. is proposing a Reorganization Agreement under which it will become a wholly owned subsidiary of a newly formed holding company, Easter Parent, Inc. The Reorganization intends to protect the company's substantial net operating loss carryforwards (NOLs) and involves the conversion of ContextLogic into a Delaware limited liability company. Each share of ContextLogic's Class A common stock will be exchanged for a share of common stock of Holdings. Existing stock options and restricted stock units will be assumed by Holdings and adjusted accordingly. Restrictions will limit ownership changes over 4.9% to preserve the tax benefits of the NOLs. The document outlines several proposals to be voted on during the Annual Meeting on July 10, 2025, including the election of directors and ratification of auditors, with the board unanimously recommending approval of these proposals. The updated document supersedes earlier communications and includes detailed instructions for voting by proxy.

Form Type: DEF 14A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000114036125020637

Filing Summary: ContextLogic Inc. is proposing a Reorganization, which involves becoming a wholly owned subsidiary of Easter Parent, Inc., a newly created holding company. This proposal will exchange each outstanding share of ContextLogic common stock for one share of Holdings common stock and allows for the conversion of ContextLogic into a Delaware limited liability company. The proposal aims to protect the company's substantial net operating loss carryforwards (NOLs) and is expected to provide long-term value to stockholders. Additionally, two Class III directors are to be elected, BPM LLP's appointment as the accounting firm ratified, and a compensation proposal for executives approved. Adjournment of the meeting may also be approved if needed to gather additional votes for the Reorganization Proposal. The Board of Directors supports the proposal, deeming it fair and in the best interests of stockholders. Voting procedures through various means are provided, with the meeting set for July 10, 2025.

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.

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.

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.