ContextLogic Holdings Inc.

S-11 ny20061065x3_s1.htm S-1

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

(Exact name of registrant as specified in its charter)

2648 International Blvd., Ste 301

(415) 965-8476

(Address, including zip code, and telephone number,

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

Mark Ward

President

2648 International Blvd Ste 301

(415) 965-8476

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

including area code, of agent for service)

Copies to:

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”):

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.

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

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.