Amendment: ContextLogic Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
$LOGC
Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2026
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| Item 2.01 |
Completion of Acquisition or Disposition of Assets
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As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, the Company consummated the previously announced acquisition (the “US Salt Acquisition”) of US Salt Parent
Holdings, LLC, a Delaware limited liability company (“US Salt”) pursuant to the terms of the Purchase Agreement entered into on December 8, 2025, as amended (the “Purchase Agreement”). Pursuant to the transactions described in the Purchase Agreement (together the “Transaction”), on February 26, 2026, at the closing of the US Salt Acquisition (the “Closing”) the Company acquired US Salt and its subsidiaries, including US
Salt’s salt production and manufacturing business, and the Company holds substantially all of the assets and business of US Salt.
In connection with the Closing, the Company is voluntarily providing the following supplemental disclosure on this Current Report on Form 8-K/A solely for
informational purposes:
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Exhibit 99.2, filed with this Current Report on Form 8-K, includes the disclosure required by Part I, Item 303 (Management’s Discussion and Analysis of
Financial Condition and Results of Operations) of Regulation S-K, provided with respect to US Salt as of and for the years ended December 31, 2025 and 2024 (the “Supplemental US Salt MD&A”).
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Exhibit 99.3, filed with this Current Report on Form 8-K/A, includes audited consolidated financial statements and the related notes of US Salt Parent
Holdings, LLC and its subsidiaries as of the years ended December 31, 2025 and 2024, (the “US Salt Financial Statements”).
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Exhibit 99.4, filed with this Current Report on Form 8-K/A, includes certain unaudited pro forma condensed combined financial information of US Salt,
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, and is intended to provide information about how the Transaction might have affected
the Company’s historical consolidated financial statements (the “Unaudited Pro Forma Financial Information”).
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The unaudited pro forma balance sheet as of December 31, 2025 combines the historical unaudited condensed consolidated balance sheet of the Company and the
historical unaudited condensed consolidated balance sheet of US Salt, each as of December 31, 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, 2025 reflects the combination of (i) the historical audited consolidated statement of operations of the Company for the year ended December 31, 2025, with (ii) the historical audited consolidated
statement of operations of US Salt for the year ended December 31, 2025, and depicts the adjustments reflected on the unaudited pro forma balance sheet assuming those adjustments were made on January 1, 2025.
As described therein, the Unaudited Pro Forma Financial Information is based on current estimates of, and good faith assumptions regarding, the adjustments arising
from the Transaction, has been prepared for illustrative purposes and is not necessarily indicative of what combined results of operations would have been. None of the Company or US Salt make any representation or warranty, express or implied, as
to, or assumes any responsibility for, the accuracy or completeness of the information contained in the Unaudited Pro Forma Financial Information. Nothing contained in the Unaudited Pro Forma Financial Information is, or shall be relied upon as,
a promise or representation by any of the Company or US Salt, as to the matters set for the therein, whether as to the past or the future.
This Current Report on Form 8-K/A is being filed to update the Current Report on Form 8-K of the Company filed on February 26, 2026. The sole
purpose of this amendment is to disclose the financials of US Salt Parent Holdings, LLC as discussed above.
| Item 9.01 |
Financial Statements and Exhibits.
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(a)
As discussed above under Item 2.01, the US Salt Financial Statements are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(b)
As discussed above under Item 2.01, the Unaudited Pro Forma Financial Information is filed as Exhibit 99.4 hereto and are incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit
No.
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Description
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Form/Filing
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Date
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Number
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Filed
Herewith
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| 23.1 |
Deloitte Auditor Consent
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X | |||
| 99.2 |
Supplemental US Salt MD&A
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X | |||
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US Salt Financial Statements
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X
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Unaudited Pro Forma Financial Information
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X |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CONTEXTLOGIC HOLDINGS INC.
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Date: March 5, 2026
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By:
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/s/ Mark Ward
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Mark Ward
President
Principal Executive Officer
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