gChem will become ContextLogic's second operating business, following the acquisition of US Salt in February 2026gChem is a sixty-four-year-old, vertically-integrated specialty chemicals company whose products serve highly specialized niches across diverse end markets, with decades-long customer relationships built on tailored, high-quality solutionsContextLogic shareholders will have the opportunity to commit additional capital in the Transaction via a rights offering, which has been fully backstopped at $9 per unitTransaction is expected to be materially accretive to free cash flow per unit OAKLAND, Calif., Aug. 05, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) ("ContextLogic") today announced that ContextLogic Holdings, LLC and its newly formed subsidiary GCH Buyer, Inc. have entered into a definitive agreement to acquire the holding company of Gaylord Chemical, L.L.C. and its subsidiaries (collectively, "gChem") from investment funds managed by EagleTree Capital ("EagleTree") and their co-investors. The transaction values gChem at an enterprise value of $850 million (the "Transaction").
Upon closing, gChem will become ContextLogic's second operating business, following the acquisition of US Salt in February 2026.
A Long-Duration Specialty Chemicals Business
gChem is a specialty chemicals company headquartered in Covington, Louisiana whose products are used in critical applications across the pharmaceuticals, semiconductors, agricultural chemicals, performance chemicals and aerospace fields. The company pioneered the commercial dimethyl sulfoxide ("DMSO") industry and has been serving customers, many pursuant to decades long relationships, for more than sixty years.
DMSO is a versatile specialty solvent valued for its effectiveness, purity, and favorable environmental and toxicological profile relative to many alternative solvents.
gChem's products are frequently qualified or specified into customer processes and formulations under demanding technical and regulatory standards. Procipient®, the company's pharmaceutical-grade DMSO, is supported by an active Type II Drug Master File with the U.S. Food and Drug Administration.
gChem operates a highly automated, vertically integrated manufacturing complex in Tuscaloosa, Alabama. The facility is fully back-integrated into its basic building blocks, all domestically sourced, and has long-term arrangements with key suppliers. gChem manufactures its own critical precursors on site and brings deep application expertise to customers working to replace toxic materials in their processes. The company's position is built on proprietary purification and manufacturing process know-how developed over decades, together with a longstanding record of safety, quality and regulatory compliance.
gChem will continue to be led by Chief Executive Officer Frank Roederer and its existing management team.
"It is rare to find businesses like gChem," said Raja Bobbili, Chairman of ContextLogic. "It serves a narrow but important global market; its products are deeply embedded in its customers' processes; and its competitive advantages have been built over decades through sustained investments, exacting qualification requirements, vertical integration, and customer trust. Frank and his team understand both what makes the business special and what will make it even better in the future. ContextLogic was created to be a long-term home for companies like this, and we are delighted to welcome gChem as our second operating business."
Management Continuity and Long-Term Ownership
Mr. Roederer has entered into a new five-year employment agreement designed to reward the creation of long-term value for ContextLogic stockholders.
“We are excited to join ContextLogic,” said Frank Roederer, Chief Executive Officer of gChem. “gChem has been built carefully over more than sixty years, and ContextLogic’s permanent ownership model gives us the freedom to continue innovating and growing with a long-term horizon. I am also glad to have the opportunity to make a meaningful investment in ContextLogic from the outset. We are looking forward to continuing our journey to replace toxic materials, supporting customers, and growing our business with safer solutions.”
Transaction Financing
The Transaction and related expenses are expected to be financed with a combination of:
Committed equity financing of up to $870 million, which may be offset by proceeds from debt financing and a proposed rights offering (the "Rights Offering"); andCommitted debt financing led by Blackstone Credit & Insurance, comprised of a $250 million term loan and a $25 million revolving credit facility. ContextLogic expects to distribute rights to eligible holders of its common stock, as of a record date to be established, to purchase additional shares of ContextLogic common stock on a pro rata basis. The Rights Offering will be fully backstopped at $9.00 per unit by a consortium led by Abrams Capital and BC Partners, which includes ContextLogic Board Member Paul S. Levy. The backstop parties will not receive any fee for providing their commitments.
The record date, subscription ratio, expiration date and other terms of the Rights Offering will be described in a registration statement and prospectus to be filed with the U.S. Securities and Exchange Commission (“the SEC”). Any offer of the subscription rights or the securities issuable upon exercise of the subscription rights will be made only by means of the prospectus forming part of the registration statement, once such registration statement is declared effective.
"gChem is an important milestone for the model we are building," said Mark Ward, President of ContextLogic. "It demonstrates that exceptional businesses and management teams see ContextLogic as an attractive long-term partner — one that combines a decentralized operating model and aligned incentives with direct, owner-to-operator governance. Just as importantly, the Transaction advances our objective of growing free cash flow per share without diluting the quality of our portfolio."
Financial Outlook
After giving effect to the Transaction and the related equity financing, ContextLogic expects to have approximately 174 million units outstanding of ContextLogic Holdings, LLC, the Company's consolidated subsidiary that holds all of the Company's operating businesses.
For the full year ending December 31, 2027, the combined business is expected to generate approximately $95 million to $105 million of free cash flow.
Timing and Approvals
The Transaction is expected to close by the end of 2026, subject to the receipt of customary regulatory approvals and the satisfaction of other closing conditions.
ContextLogic continues to pursue the listing of its common stock on a national securities exchange. The Company intends to complete that process following the closing of the Transaction, subject to its satisfaction of applicable listing requirements and approval by the relevant exchange.
Investor Call Details
ContextLogic will host a conference call to discuss the Transaction on Wednesday, August 5, 2026, at 8:00 a.m. Eastern Time.
A presentation concerning the Transaction, together with a link to the live webcast and subsequent replay, will be made available on the Company's investor relations website at www.contextlogic.com. Participants may access the live conference call by registering using this online form.
Advisors
Piper Sandler acted as financial advisor to ContextLogic, and Ropes & Gray LLP acted as legal advisor to ContextLogic. Morgan Stanley & Co. LLC served as exclusive financial advisor to gChem, and Jones Day acted as legal advisor to gChem.
About ContextLogic
ContextLogic is a publicly traded business ownership platform established to acquire, own and build a collection of niche, competitively advantaged, long-duration businesses. Each operating business is led by an experienced management team with meaningful autonomy and incentives aligned with long-term value creation. ContextLogic supports its businesses through disciplined capital allocation and a governance structure designed to create direct accountability between operators and owners. For more information, please visit www.contextlogic.com.
About gChem
gChem is a U.S.-based specialty chemicals company and a leading global producer of dimethyl sulfoxide. For more than six decades, the company has supplied high-purity specialty chemicals used in pharmaceutical, agricultural, semiconductor, performance chemical, aerospace and other demanding applications. gChem is headquartered in Covington, Louisiana, and operates its principal manufacturing complex in Tuscaloosa, Alabama.
Use of Non-GAAP Financial Measure
This press release includes expected free cash flow, which is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). This non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. The Company uses this financial measure to evaluate its operating performance and trends and make planning decisions. The Company believes that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating its operating results, enhancing the overall understanding of its future prospects and allowing for greater transparency with respect to a key financial metric used by its management in its financial and operational decision-making. ContextLogic defines free cash flow as operating cash flow less capital expenditures.
The Company has not provided a reconciliation of its expected 2027 free cash flow to the most directly comparable forward-looking GAAP measure because certain information necessary to provide such a reconciliation is not available without unreasonable effort. The unavailable information could have a significant effect on the Company's future GAAP financial results.
Non-GAAP financial measures should not be considered an alternative to, or more meaningful indicator of, the Company’s financial measures as prepared in accordance with GAAP.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to materially differ. All statements that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking statements, including, among others, statements regarding the expected timing, financing, completion and benefits of the Transaction; the proposed Rights Offering and related backstop commitments; the expected sources and uses of funds; gChem's market position, customer relationships, growth opportunities and future performance; management continuity and operating plans; the expected number of outstanding shares and common-equivalent units; expected 2027 free cash flow; ContextLogic's acquisition pipeline and capital-allocation strategy; and the Company's pursuit of a listing on a national securities exchange. These statements are typically accompanies by the words “aim,” “anticipate,” “aspire,” “believe,” “continue,” “could,” “should,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “proposed,” “potential,” “target,” “will,” “would,” or similar words, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on current expectations, estimates, assumptions and projections and are not guarantees of future performance. Risks and uncertainties include the failure to obtain required regulatory approvals or satisfy other closing conditions; the possibility that the Transaction does not close on the expected timeline or at all; the availability and funding of committed debt financing; the commencement, completion and results of the proposed Rights Offering; the performance by the backstop parties of their respective commitments; changes in financial or capital-market conditions; the ability to retain key gChem employees and customers; changes in demand, competition, feedstock availability, input costs or regulation affecting gChem; the ability to realize anticipated benefits from the Transaction; the performance of US Salt and gChem following closing; and the Company's ability to satisfy applicable requirements for a national securities exchange listing.
Additional risks are described in ContextLogic's filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements are based on information currently available to ContextLogic, and ContextLogic undertakes no obligation to update any forward-looking statement except as required by law. Investors, potential investors and others are cautioned not to place considerable reliance on the forward-looking statements in this press release. You are encouraged to read any further disclosures we may make in the Company’s future reports to the SEC, available at www.sec.gov, on the Company’s website, or otherwise. ContextLogic’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors and others should give careful consideration to these risks and uncertainties.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Any offer of the subscription rights or the securities issuable upon exercise of the subscription rights will be made only pursuant to an effective registration statement and prospectus forming part of an effective registration statement , filed with the SEC, once such registration statement is declared effective. The proposed Rights Offering has not commenced, and ContextLogic stockholders should not take any action with respect to the proposed Rights Offering at this time. When available, stockholders should read the registration statement, prospectus and related documents carefully because they will contain important information about ContextLogic and the Rights Offering.
COVINGTON, La.--(BUSINESS WIRE)--Gaylord Chemical Company, L.L.C. (“gChem”), a global leader in non-toxic ingredients used in high-growth applications, today announced that ContextLogic Holdings Inc. (OTCQB: “LOGC”) and its subsidiaries (“ContextLogic”) have entered into a definitive agreement to acquire gChem from investment funds managed by EagleTree Capital (“EagleTree”) and their co-investors (the “Transaction”).
July 13, 2026 08:00 ET | Source: ContextLogic Holdings Inc
OAKLAND, Calif., July 13, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”), a business ownership platform focused on acquiring and building a portfolio of high-quality, long-duration businesses, today announced that it has appointed Seth Siegel as a Senior Advisor.
In his role, Mr. Siegel will advise the Company and its Board of Directors on strategic growth initiatives, transaction evaluation, financial reporting and governance, as ContextLogic continues to expand its business ownership platform.
Mr. Siegel most recently served as Chief Executive Officer of Grant Thornton, where he led approximately 12,000 professionals across 60 offices and oversaw a transformation that produced double-digit organic revenue growth, record earnings, and the largest private equity investment in the history of the accounting profession. During his three-decade career at the firm, Mr. Siegel advised public companies, boards of directors and large, complex organizations through periods of growth and transformation. He brings rare collective experience across governance, strategic transactions and operating a large-scale global professional services organization, together with deep SEC and PCAOB expertise and qualification as an audit committee financial expert.
“Seth brings exactly the experience we need as we build ContextLogic’s acquisition platform,” said Raja Bobbili, Chairman of the ContextLogic Board. “He has led at the highest levels of the accounting and advisory profession and understands the financial discipline, governance, and judgment required to build a public company the right way. Equally importantly, Seth is joining with real alignment: he invested his own capital in ContextLogic at the outset. That ownership mindset is central to how we want to build this company, and it makes Seth a terrific fit for us.”
“What makes ContextLogic special is not just the distinctiveness of its model and the ambition behind it, but the disciplined approach to business ownership, governance and long-term value creation,” said Mr. Siegel. “I invested in the Company because I believe in its strategy, leadership, and shareholder-oriented culture. I now look forward to leveraging my expertise to support the Board and management team as they continue building out the platform with many compelling opportunities ahead.”
Mr. Siegel is an experienced board director and a licensed CPA in the State of Florida. He received a bachelor’s degree in accounting from Florida Atlantic University. Further, Mr. Siegel completed the Corporate Board Effectiveness Program at Harvard Business School and director education programs through the National Association of Corporate Directors.
About ContextLogic Holdings Inc.
ContextLogic is a publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of the Company’s shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Seth Siegel’s impact at ContextLogic. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends,” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
April 01, 2026 08:00 ET | Source: ContextLogic Holdings Inc
OAKLAND, Calif., April 01, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”), a business ownership platform focused on acquiring and building a portfolio of high-quality, long-duration businesses, today announced that its Board of Directors (“the Board”) has appointed Paul S. Levy as an independent director.
Mr. Levy was named a member of the Audit Committee. Similar to the directors affiliated with Abrams Capital and BC Partners, Mr. Levy will be waiving any compensation for his role as a director.
Mr. Levy founded JLL Partners, a leading middle-market private equity firm, in 1988, where he has overseen investments across a wide range of industries and market cycles as a Managing Director.
“I am pleased to welcome Paul to our Board,” said Raja Bobbili, Chairman of the ContextLogic Board. “Paul brings forty years of experience partnering with management teams to build enduring businesses, exactly as we hope to do here at ContextLogic. Importantly, Paul is also a significant shareholder, reinforcing the ownership-driven culture we are building at ContextLogic.”
Mr. Levy currently serves on the board of Loar Holdings Inc., an acquisition-driven aerospace platform. He has also served on numerous public and private company boards, including as Chairman of Builders FirstSource, Inc., bringing deep experience in scaling companies and overseeing complex acquisitions.
Earlier in his career, Mr. Levy was a Managing Director at Drexel Burnham Lambert, where he led the firm’s restructuring and exchange offer business, and he has held senior executive roles including as Chief Executive Officer of Yves Saint Laurent, Inc.
“I am excited to join ContextLogic at this pivotal moment,” said Mr. Levy. “Over the course of my career, I’ve encountered very few models like this, particularly in the public markets. The Company’s focus on long-term ownership, operational autonomy, and alignment between operators and owners is both uncommon and powerful, and I look forward to helping realize its long-term potential.”
Mr. Levy holds a B.A. from Lehigh University and a J.D. from the University of Pennsylvania Law School.
About ContextLogic Holdings Inc.
ContextLogic is a publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of the Company’s shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Paul Levy’s impact at ContextLogic. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
OAKLAND, Calif., May 15, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”) today reported its financial results for the first quarter ended March 31, 2026.
Basis of Presentation
ContextLogic completed the acquisition of US Salt on February 26, 2026. To reflect the basis difference as a result of the US Salt acquisition, GAAP results for the first quarter of 2026 are presented in two parts: the period from January 1, 2026 through February 26, 2026 (“Predecessor”), reflecting legacy US Salt, and the period from February 27, 2026 through March 31, 2026 (“Successor”), reflecting ContextLogic Holdings Inc. and US Salt on a consolidated basis. To provide comparable period-over-period information, the Company also presents “Combined” results, a non-GAAP measure that aggregates the Predecessor and Successor periods. See footnote 1 to the table below for additional detail.
Note that “CLHI Corporate” refers to public company and parent-level items of ContextLogic Holdings Inc., distinct and separate from the operating results of US Salt.
First Quarter 2026 Results
Revenue: Combined non-GAAP revenue for the first quarter of 2026 was $32.4 million, essentially flat compared to $32.3 million in the first quarter of 2025. Shipped volumes of 102.4 thousand tons declined 7% from 110.2 thousand tons in the prior-year quarter, reflecting trucking disruptions related to winter storms and temporary operational interruptions at our Watkins Glen facility. The volume decline was offset by 8% growth in average selling price (ASP), driven by price increases and product mix shift.
Net Income: Combined non-GAAP net income for the first quarter of 2026 was $17.0 million, an increase of $14.1 million compared to $2.9 million in the first quarter of 2025. The increase was driven by a $41.9 million discrete tax benefit related to the US Salt acquisition, partially offset by CLHI Corporate costs, including transaction expenses and general and administrative expenses incurred at the parent level.
Adjusted EBITDA: Combined non-GAAP adjusted EBITDA for the first quarter of 2026 was $11.6 million, a decrease of $0.9 million compared to $12.5 million in the prior-year quarter. The decline reflects approximately $1 million of CLHI Corporate costs that were not present in the comparable period.
Free Cash Flow: Cash flow from operations, net of capital expenditures, was ($20.6) million for the Combined first quarter of 2026 as compared to $1.3 million in the prior-year quarter. The decline reflects significant transaction expenses related to the US Salt acquisition.
Outstanding Equity: During the period from February 27, 2026 through March 31, 2026 (Successor), there were 101,603,689 weighted average units outstanding at ContextLogic Holdings, LLC, the Company's consolidated subsidiary that holds the operating businesses. Of these, 45,675,557 units were held by ContextLogic Holdings Inc. (equivalent to the weighted average common shares outstanding of the public company), and the remaining 55,928,132 units were held by other holders of LLC units.
“During the first quarter of 2026, we experienced temporary operational disruptions at our Watkins Glen facility, which have since been resolved and are consistent with the normal variability of plant operations,” said David Sugarman, CEO of US Salt.
“The first quarter of 2026 marks an important milestone for ContextLogic Holdings as we report our first results following the acquisition of US Salt. US Salt exemplifies the type of business we are building this platform around — a niche, vertically integrated operation with a 130-year history, durable competitive advantages, and a management team whose interests are aligned with shareholders,” said Mark Ward, President of ContextLogic. “We remain focused in our pursuit of additional opportunities that meet our criteria for quality, longevity, and alignment, and we measure our success in long-term free cash flow per share growth.”
Successor Predecessor Non-GAAP Predecessor Period from
February 27, 2026
to March 31, 2026 Period from
January 1, 2026 to
February 26, 2026 Combined Three
Months Ended
March 31, 20261 Three Months
Ended March 31,
2025 (in millions) (in millions) (in millions) (in millions) Net Sales $12.1 $20.3 $32.4 $32.3 Gross Profit 3.8 7.1 10.9 11.9 Selling Expense 0.4 0.7 1.1 1.0 General and Administrative 7.5 1.6 9.1 2.6 Transaction Expenses 20.7 0.1 20.8 — Net Income 15.3 1.7 17.0 2.9 EBITDA2 (21.5) 7.4 (14.1) 12.0 Adjusted EBITDA2 3.9 7.7 11.6 12.5 Supplemental Disclosure Items: CLHI Corporate G&A $4.6 — $4.6 — CLHI Corporate Transaction Expenses3 20.5 — 20.5 — CLHI Depreciation and Amortization — — — — CLHI Corporate Tax Benefit 41.9 — 41.9 — CLHI Adjusting Expense Items for Adjusted EBITDA4 24.1 — 24.1 — Equity Ownership Information: (shares in thousands) ContextLogic Weighted Average Common Shares Outstanding 45,676 ContextLogic Holdings, LLC Weighted Average Units Outstanding 101,604
1. CLHI completed the acquisition of US Salt on February 26, 2026; as such, results from February 27, 2026 through March 31, 2026 (Successor) include the Company and US Salt, consolidated, including the impacts of acquisition accounting on the asset and liability balances of US Salt. The period from January 1, 2026 through February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor) reflect legacy US Salt as the predecessor entity. To provide comparable information, the Company has presented Combined results, a non-GAAP measure that adds the period from January 1, 2026 through February 26, 2026 (Predecessor) and the period from February 27 through March 31, 2026 (Successor).
2. EBITDA and Adjusted EBITDA are non-GAAP financial measures. For definitions of EBITDA and Adjusted EBITDA and a reconciliation to the most directly comparable financial measures calculated in accordance with GAAP, see the schedule titled “Reconciliation of Net Income to EBITDA and Adjusted EBITDA.”
3. CLHI Corporate Transaction expenses consist of expenses related to the US Salt acquisition.
4. CLHI expense included as adjustments from EBITDA to Adjusted EBITDA include Transaction Expenses of $20.5 million, estimated contingent loss related to a legal matter of $3.5 million and stock-based compensation of $0.1 million.
Question & Answer
The Company invites stockholders and interested parties to submit questions regarding its first quarter 2026 financial results and operating performance. Questions may be submitted via email to [email protected]. The Company plans to prepare and share responses on our website at www.contextlogic.com by Friday, May 22, 2026.
About ContextLogic Holdings Inc.
ContextLogic Holdings Inc. is a publicly traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of its shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, developing our pipeline of potential future acquisitions. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: statements regarding the US Salt acquisition, the strategic alternatives considered by the Company’s board of directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; the IRS’s possible challenge of the amount of the tax attributes or claim that ContextLogic experienced an ownership change, which could reduce the amount of tax attributes that ContextLogic could use; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the period ended March 31, 2026 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
ContextLogic Holdings Inc.
Condensed Consolidated Balance Sheet Data
($ in millions, units and shares in thousands, except par value)
(unaudited) Successor Predecessor As of March 31, As of December 31, 2026 2025 (in millions) (in millions) Assets Current assets 40.3 34.8 Property, plant and equipment, net 396.5 321.4 Goodwill 148.0 28.1 Intangibles, net 385.6 16.8 Other 6.6 6.7 Total assets $977.0 $407.8 Liabilities, Redeemable Non-controlling Interest, and Stockholders’ Equity Current liabilities 24.1 17.9 Long-term debt, net of current maturities 209.8 203.1 Other 1.5 1.6 Total liabilities 235.4 222.6 Total members equity and stockholders' equity 741.6 185.2 Total liabilities, members' equity, and stockholders’ equity $977.0 $407.8 ContextLogic Holdings Inc.
Condensed Consolidated Statements of Operations
($ in millions, units and shares in thousands, except per unit and share data)
(unaudited)
Successor Predecessor Period from
February 27, 2026 to
March 31, 2026 Period from
January 1, 2026 to
February 26, 2026 Three Months
Ended March
31, 2025 (in millions) (in millions) (in millions) Net sales $12.1 $20.3 $32.3 Cost of sales 8.3 13.2 20.4 Gross profit 3.8 7.1 11.9 Operating expenses: Selling expense 0.4 0.7 1.0 General and administrative 7.5 1.6 2.6 Transaction expenses 20.7 0.1 — Total operating expenses 28.6 2.4 3.6 (Loss) income from operations (24.8) 4.7 8.3 Other income (expenses) Interest and other expense, net (1.8) (3.0) (5.4)(Loss) income before benefit from income taxes (26.6) 1.7 2.9 Benefit from income taxes 41.9 — — Net income $15.3 $1.7 $2.9 Net (loss) attributable to noncontrolling interest — — — Net income attributable to common stockholders (Successor) 15.3 Net income per share attributable to common stockholders, basic $0.33 Net income per share attributable to common stockholders, diluted $0.33 Weighted-average shares used in computing net loss per share attributable to common stockholders, basic 45,676 Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted 45,749 ContextLogic Holdings Inc.
Condensed Consolidated Statements of Cash Flows Data
(in millions)
(unaudited)
Successor Predecessor Period from
February 27, 2026
to March 31, 2026 Period from
January 1, 2026 to
February 26, 2026 Three Months
Ended March
31, 2025 (in millions) (in millions) (in millions) Cash flows from operating activities: Net income$15.3 $1.7 $2.9 Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion, and amortization 3.3 2.7 3.7 Deferred income tax (41.9) — — Amortization of debt issuance cost — 0.1 0.2 Unit/Stock-based compensation 0.5 0.1 0.1 Non-cash lease expense 0.1 0.1 0.2 Other 0.2 Changes in operating assets and liabilities: 2.1 (2.9) (3.2)Net cash (used in) provided by operating activities (20.4) 1.8 3.9 Cash flows from investing activities: Purchases of property, plant and equipment (0.7) (1.3) (2.6)Acquisition of US Salt, net of cash acquired (585.2) — — Net cash (used in) investing activities (585.9) (1.3) (2.6)Cash flows from financing activities: Proceeds from issuance of common stock from the backstopped rights offering 25.7 — — Proceeds from issuance of subsidiary membership units from the backstopped rights offering 89.3 — — Proceeds from issuance of subsidiary membership units, prior to conversion 75.0 — — Proceeds from issuance of long-term debt 215.0 — — Net cash provided by (used in) financing activities 401.0 — (2.2)Net (decrease) increase in cash and cash equivalents (205.3) 0.5 (0.9)Cash and cash equivalents at beginning of period 217.3 10.8 7.4 Cash and cash equivalents at end of period$12.0 $11.3 $6.5
Non-GAAP Supplemental Information
We present in this press release certain financial information based on our EBITDA, Adjusted EBITDA and Free Cash Flow. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, references to “Adjusted EBITDA” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and Adjusted EBITDA, and references to “Free Cash Flow” refer to net cash used in or provided by operating activities, net of purchases of property, plant and equipment. EBITDA, Adjusted EBITDA and Free Cash Flow are not measurements of financial performance under U.S. GAAP. We present EBITDA, Adjusted EBITDA and Free Cash Flow because we believe they are useful indicators for evaluating operating performance. In addition, our management uses Adjusted EBITDA to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions.
Although we use EBITDA, Adjusted EBITDA, and Free Cash Flow as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
EBITDA, Adjusted EBITDA and Free Cash Flow do not reflect the significant interest expense, or the cash requirements necessary to service interest payments on our indebtedness. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA, Adjusted EBITDA and Free Cash Flow. Adjusted EBITDA excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions. The omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA do not include the payment of taxes, which is a necessary element of our operations. Because of these limitations, EBITDA, Adjusted EBITDA and Free Cash Flow should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA and Free Cash Flow in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA, Adjusted EBITDA and Free Cash Flow are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA and Free Cash Flow may not be comparable to the calculations of similarly titled measures reported by other companies.
ContextLogic Holdings Inc.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
(in millions)
(unaudited)
Successor Predecessor Non-GAAP Predecessor Period from
February 27, 2026
to March 31, 2026 Period from
January 1, 2026 to
February 26, 2026 Combined Three
Months Ended
March 31, 2026 Three Months
Ended March 31,
2025 (in millions) (in millions) (in millions) (in millions) Net income $15.3 $1.7 $17.0 $2.9 Adjustments Interest expense 1.8 3.0 4.8 5.4 Income tax (benefit) provision (41.9) — (41.9) — Operating income (24.8) 4.7 (20.1) 8.3 Depreciation and depletion 0.9 2.4 3.3 3.3 Amortization 2.4 0.3 2.7 0.4 EBITDA (21.5) 7.4 (14.1) 12.0 Adjustments: Recognition of inventory step-ups1 1.1 — 1.1 — Transaction and integration costs2 20.7 0.1 20.8 — Stock-based and unit-based compensation3 0.1 0.1 0.2 0.1 Restructuring and severance4 — — — 0.3 Contingent loss accrual5 3.5 — 3.5 — Other6 — 0.1 0.1 0.1 Adjusted EBITDA $3.9 $7.7 $11.6 $12.5 1.Increase in inventory to fair value as a result of the US Salt Acquisition.2.Expenses incurred by US Salt and ContextLogic related to the US Salt Acquisition.3.Stock-based and unit-based compensation incurred (excludes $0.4 of stock-based compensation included within transaction and integration costs).4.Severance, transition, and retention costs associated with executive leadership changes.5.Estimated contingent loss related to a legal matter.6.Costs associated with the decommissioning and removal of certain manufacturing equipment and expenses unique to US Salt’s prior parent. ContextLogic Holdings Inc.
Reconciliation of Net Cash (Used In) Provided by Operating Activities to Free Cash Flow
(in millions)
(unaudited)
Successor Predecessor Non-GAAP Predecessor Period from
February 27,
2026 to March
31, 2026 Period from
January 1, 2026 to
February 26, 2026 Combined Three
Months Ended
March 31, 2026 Three Months
Ended March
31, 2025 (in millions) (in millions) (in millions) (in millions) Net cash (used in) provided by operating activities $(20.4) $1.8 $(18.6) $3.9 Purchases of property, plant and equipment $(0.7) $(1.3) $(2.0) $(2.6)Free Cash Flow $(21.1) $0.5 $(20.6) $1.3
Contacts
May 22, 2026 16:05 ET | Source: ContextLogic Holdings Inc
OAKLAND, Calif., May 22, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”) today published a Q&A document to its website following the release of its first quarter 2026 financial results.
In connection with its first quarter 2026 earnings release, the Company invited shareholders and other interested parties to submit written questions to its investor relations inbox. The Company received a thoughtful range of questions and has endeavored to respond to as many as possible. In a small number of cases, the Company has elected not to respond to certain questions, including those that are competitively sensitive, premature to address, or otherwise inappropriate for public disclosure. Where multiple shareholders raised similar questions, those questions have been consolidated into a single response for clarity and concision.
The Q&A document is available on the Company's website at www.contextlogic.com.
About ContextLogic Holdings Inc.
ContextLogic Holdings Inc. is a publicly traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of its shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release and subsequent Q&A document contains forward-looking statements, which generally relate to future events or future financial or operating performance and include all statements other than statements of historical fact such as the financial outlook of ContextLogic Holdings Inc. (the "Company," "ContextLogic," "we," "our" or "us"), information concerning the acquisition of US Salt Parent Holdings, LLC and subsidiaries (such entities taken together, comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries, "US Salt", and such acquisition, the "US Salt Acquisition"), information concerning the integration of US Salt into the Company’s operations, potential growth strategies, future acquisitions and opportunities, our remediation efforts for a material weakness identified as part of the US Salt Acquisition, potential resolutions to ongoing litigation and planned capital expenditures. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and in some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "foresees," "forecasts," "guidance," "intends" "goals," "may," "might," "outlook," "plans, " "potential," "predicts," "projects," "seeks," "should," "targets," "will," "would" or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. A more complete description of these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We do not undertake to update our forward-looking statements as a result of new information or future events.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject, including, but not limited to, statements regarding the acquisition of US Salt, the strategic alternatives considered by the Company’s Board of Directors (the "Board"), including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace and other characterizations of future events or circumstances. These statements are based on information available to us as of the date of this Q&A. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
Revenue grew 224% year-over-year in Q2 Fiscal 2026 to $382,755, and 428% year-over-year on a six-month basis to $762,775, with gross margin expanding to 70.4%
First reporting period as a standalone publicly listed entity; common shares listed on the TSX Venture Exchange under "SCAI" and the Frankfurt Stock Exchange under "MJ5"
Cash position of $6.5 million at quarter-end following completion of oversubscribed $5.45 million concurrent financing; no long-term debt
VANCOUVER, BC, May 29, 2026 (GLOBE NEWSWIRE) -- SalesCloser Technologies Ltd. ("SalesCloser" or the "Company") (TSXV: SCAI) (FSE: MJ5), a pioneer in autonomous AI sales technology, today announced that it has filed its condensed interim consolidated financial statements (the "Interim Financial Statements") and management’s discussion and analysis (the "MD&A") for the three and six months ended March 31, 2026 ("Q2 Fiscal 2026" and "H1 Fiscal 2026", respectively). Copies of the Interim Financial Statements and MD&A are available on the Company’s profile on SEDAR+ at www.sedarplus.ca. All amounts are reported under International Financial Reporting Standards ("IFRS Accounting Standards") and stated in Canadian dollars unless otherwise indicated.
Ali Tajskandar, Chief Executive Officer of SalesCloser, commented: "Q2 Fiscal 2026 was a transformational quarter for SalesCloser. We completed our Qualifying Transaction and began trading as a standalone public company on the TSX Venture Exchange and the Frankfurt Stock Exchange. More importantly, the business continued to execute through the transition - delivering revenue growth of 224% year-over-year in the quarter and 428% on a six-month basis. Annual recurring revenue(2) exceeded $2.0 million at the closing of the Qualifying Transaction, representing more than six-fold growth in just over twelve months. The demand we are seeing reinforces our conviction that conversational AI for sales execution is becoming foundational to how businesses generate and convert revenue."
He continued: "Our focus from here is on extending the moat we have built and converting that momentum into durable, recurring revenue at scale. Since quarter-end, the United States Patent and Trademark Office has granted us our first two U.S. patents, with seven additional patent applications pending in our intellectual property portfolio that we believe could further strengthen the technology foundation underneath autonomous AI sales execution. We have also commissioned a dedicated NVIDIA Blackwell-class GPU inference cluster and announced a collaboration with Twilio - both of which are designed to accelerate enterprise deployments and unlock opportunity in regulated industries. Combined with the strength of our balance sheet, the new senior leaders we have added, and the customer momentum we are seeing, we believe SalesCloser is well-positioned to scale toward our long-term gross margin profile in excess of 80% as recurring revenue grows."
Q2 Fiscal 2026 represents the Company’s first reporting period as a standalone publicly listed entity following the closing of its Qualifying Transaction with G2M Cap Corp. on March 26, 2026. The Interim Financial Statements have been prepared as a continuation of the historical financial statements of SalesCloser Technologies Inc. (the accounting acquirer), with comparative period figures presented on a carve-out basis from the accounting records of Wishpond Technologies Ltd. (TSXV: WISH). Readers are referred to the MD&A and Note 2 of the Interim Financial Statements for further information regarding the basis of presentation.
Q2 and H1 Fiscal 2026 Financial Highlights
Revenue of $382,755 in Q2 Fiscal 2026 (Q2 Fiscal 2025: $118,316), an increase of 224% year-over-year; revenue of $762,775 for H1 Fiscal 2026 (H1 Fiscal 2025: $144,369), an increase of 428% year-over-year.Geographic diversification: United States customers represented approximately 45% of Q2 Fiscal 2026 revenue, with international customers (Canada, the United Kingdom, and other markets) accounting for approximately 55% - reflecting the Company’s global revenue mix.Gross margin of 70.4% in Q2 Fiscal 2026, compared to 56.6% in Q2 Fiscal 2025; gross margin of 73.4% for H1 Fiscal 2026, compared to 52.5% in H1 Fiscal 2025. Management’s long-term target is to achieve gross margin in excess of 80% as the subscription revenue base scales.Cash of $6,466,059 at March 31, 2026 (September 30, 2025: $33,677), primarily reflecting the closing of the oversubscribed $5.45 million concurrent financing. Total liabilities of $1,000,673; the Company carries no long-term debt.Adjusted EBITDA⁽¹⁾ of negative $820,672 in Q2 Fiscal 2026 (Q2 Fiscal 2025: negative $224,178); Adjusted EBITDA of negative $1,226,302 for H1 Fiscal 2026 (H1 Fiscal 2025: loss of $345,173). The year-over-year increase reflects deliberate investment in standalone public company infrastructure, technology development, and the build-out of the Company’s sales and customer success functions.Net loss of $4,763,169 in Q2 Fiscal 2026 (Q2 Fiscal 2025: $243,402). Net loss for the quarter includes a non-cash reverse acquisition listing expense of $2,648,096 and stock-based compensation of $1,223,180, both recognized in connection with the closing of the Qualifying Transaction. Both items are excluded from Adjusted EBITDA as non-recurring or non-cash in nature. Recent Business Highlights and Corporate Updates
Inaugural quarter as a standalone publicly listed company. The Company completed its Qualifying Transaction with G2M Cap Corp. on March 26, 2026, becoming a TSX Venture Exchange ("TSXV")-listed entity and closing an oversubscribed $5.45 million private placement financing concurrent with closing. Ali Tajskandar was appointed Chief Executive Officer and Chairman of the Company at closing, with Jordan Gutierrez named Chief Operating Officer. Subsequent to the end of the quarter, the Company’s common shares commenced trading on the TSXV under the symbol "SCAI" on April 9, 2026 and on the Frankfurt Stock Exchange under the symbol "MJ5" on April 17, 2026, expanding access for North American and European investors.Continued strengthening of the intellectual property moat protecting autonomous AI sales execution. Subsequent to the end of the quarter, the United States Patent and Trademark Office granted the Company its first two U.S. patents. U.S. Patent No. US12526253B1 ("System and Method for Graph-Based Conversational-Flow Editing"), announced on May 1, 2026, which protects the Company’s foundational approach to democratizing AI sales agent creation for non-technical users - technology that is already fully deployed and generating revenue within the SalesCloser platform. U.S. Patent No. US12574461B1 ("Adaptive Voicemail and IVR Detection for AI-Driven Call Automation"), announced on May 26, 2026, which protects core execution infrastructure that allows AI sales agents to navigate the realities of outbound calling reliably at scale in production environments. These two granted patents represent the first of nine U.S. patent applications in the Company’s intellectual property portfolio. The pending applications cover real-time conversational state management, autonomous human escalation, self-testing systems for AI reliability, and advanced telephony features. The Company believes the breadth of this portfolio has the potential to further strengthen its competitive position in autonomous AI sales execution as additional patents are granted.Strategic investments in enterprise-grade AI infrastructure and channel partnerships. Subsequent to the end of the quarter, the Company announced two strategic developments designed to accelerate enterprise customer adoption and unlock new market opportunities. On May 8, 2026, the Company announced a collaboration with Twilio, a leading global cloud communications platform, to establish a streamlined referral and onboarding process for SalesCloser customers - designed to reduce deployment friction, shorten go-live timelines, and improve call reliability through coordinated deployment workflows. On May 15, 2026, the Company commissioned a dedicated NVIDIA Blackwell-class GPU inference cluster hosted in Canada on infrastructure with a predominantly renewable, hydroelectric grid composition. By operating its own AI inference layer rather than relying exclusively on third-party cloud APIs, the Company expects to enable custom model fine-tuning on SalesCloser’s proprietary sales conversation data, support more sophisticated agentic AI workflows at scale, and provide data sovereignty capabilities that the Company believes can unlock expansion into regulated industry verticals including healthcare, financial services, legal, and government. Selected Financial Highlights
Three months ended
March 31, 2026
($)Three months ended
March 31, 2025
($)Six months ended
March 31, 2026
($)Six months ended
March 31, 2025
($)Revenue382,755118,316762,775144,369Cost of sales113,41051,367202,62068,580Gross profit269,34566,949560,15575,789Gross margin70.4%56.6%73.4%52.5%Total operating expenses2,349,383307,0893,072,951452,246Loss from operations(2,080,038)(240,140)(2,512,796)(376,457)Reverse takeover listing expense2,648,096-2,648,096-Net loss for the period(4,763,169)(243,402)(5,206,770)(379,817)Adjusted EBITDA⁽¹⁾(820,672)(224,178)(1,226,302)(345,173)Cash - end of period6,466,05933,7976,466,05933,797Total assets - end of period7,414,870513,0097,414,870513,009Total liabilities - end of period1,000,67346,4581,000,67346,458
Reconciliation of Loss Before Income Taxes to Adjusted EBITDA⁽¹⁾
Three months ended
March 31, 2026
($)Three months ended
March 31, 2025
($)Six months ended
March 31, 2026
($)Six months ended
March 31, 2025
($)Loss before income taxes(4,763,169)(243,402)(5,206,770)(379,817)Depreciation and amortization36,18615,96263,31431,284Accretion expense38,965-52,275-Other expenses(3,930)3,262(6,397)3,360Stock-based compensation1,223,180-1,223,180-Reverse takeover listing expense2,648,096-2,648,096-Adjusted EBITDA⁽¹⁾(820,672)(224,178)(1,226,302)(345,173)
About SalesCloser
SalesCloser.ai is a Vancouver-based AI software company focused on automating and scaling revenue generation through conversational AI. The Company’s platform enables businesses to deploy AI-powered virtual sales agents that engage prospects and customers across the sales lifecycle. SalesCloser’s agents conduct real-time, personalized interactions across voice, video, and digital channels, including lead qualification, product demonstrations, follow-ups, and meeting scheduling. By augmenting core sales functions, the platform helps organizations increase capacity, accelerate pipeline velocity, and improve conversion rates without a corresponding increase in headcount. The platform integrates with existing CRM and business systems, supports multilingual deployment, and delivers consistent, high-quality customer interactions across industries. SalesCloser operates under a subscription-based SaaS model, generating recurring revenue with strong visibility and high gross margins while continuously enhancing its AI capabilities. The Company’s technology is supported by a growing portfolio of patent applications focused on improving the performance of AI-driven conversational workflows. SalesCloser.ai is listed on the TSX Venture Exchange under the ticker "SCAI" and on the Frankfurt Stock Exchange under the ticker "MJ5". For more information, visit the SalesCloser investor site at: https://investors.salescloser.ai.
Cautionary Statements, Summary Information
Information presented in this press release may be only a summary of all available information and does not purport to be a full representation of all figures, notes and discussions provided for in the Interim Financial Statements and the MD&A. Readers are cautioned to read the entirety of the Interim Financial Statements and the MD&A, and not to rely solely on the information presented in this press release. In the event of any conflict between the provisions of this press release on the one hand, and the Interim Financial Statements and the MD&A on the other hand, the information in the Interim Financial Statements and the MD&A shall govern.
Non-IFRS and Other Financial Measures
This press release contains references to certain non-IFRS financial measures and supplementary financial measures, including Adjusted EBITDA and Annual Recurring Revenue ("ARR"). These measures are not recognized financial measures under IFRS Accounting Standards, do not have any standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other entities. Management believes that these measures provide useful supplemental information regarding the Company’s operating performance and uses them to evaluate the underlying performance of the business. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. Readers are cautioned not to place undue reliance on these measures.
(1) Adjusted EBITDA is defined as loss before income taxes, less interest expense, interest income, depreciation and amortization, stock-based compensation, reverse acquisition listing expense, and other one-time or non-recurring items. Adjusted EBITDA is presented because management believes it provides useful supplemental information regarding the Company’s operating performance by excluding non-cash items and items that are not reflective of the ongoing operations of the business. A reconciliation of loss before income taxes to Adjusted EBITDA is presented above.
(2) Annual Recurring Revenue ("ARR") is a supplementary financial measure that the Company uses as a directional indicator of subscription revenue going forward, assuming customers maintain their subscription plan for a period of 12 months. ARR is calculated by multiplying total monthly recurring revenue ("MRR") by 12. ARR does not have any standardized meaning under IFRS Accounting Standards, should not be construed as an alternative to revenue or any other measure of financial performance calculated and presented in accordance with IFRS Accounting Standards, and may not be comparable to similar measures presented by other entities.
Forward-Looking Statements
Statements that are not reported financial results or other historical information are forward-looking statements or forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). This press release includes forward-looking statements regarding, among other things: the Company’s expected future revenue growth and customer acquisition; the future development and increased use of products incorporating artificial intelligence; the Company’s ability to scale operations and expand its enterprise customer base; the anticipated benefits of the Company’s collaboration with Twilio and the dedicated AI inference cluster, including expected benefits to deployment time, operational resilience, and addressable market in regulated industries; the Company’s intellectual property strategy and patent portfolio expansion, including expectations around the outcome of pending patent applications; expectations regarding future financial performance, including, without limitation, gross margins and the Company’s long-term gross margin profile in excess of 80%; the Company’s ability to capitalize on market demand for conversational AI; the Company’s commercial expansion and go-to-market strategies; the impact of recent leadership appointments on business performance; future profitability and operational results; the expected benefits of the Company’s listings on the TSX Venture Exchange and the Frankfurt Stock Exchange, including increased visibility and access to international investors; business and acquisition strategies; opportunities, objectives, prospects; the impact of broader economic factors on the Company; and future events and performance. Sentences and phrases containing or modified by words such as "expect", "anticipate", "plan", "continue", "estimate", "intend", "may", "will", "project", "predict", "potential", "targets", "projects", "is designed to", "strategy", "should", "believe", "contemplate" and similar expressions, and the negative of such expressions, are not historical facts and are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by forward-looking statements. Although the Company believes that the expectations reflected in forward-looking statements in this press release are reasonable and are based on, among other things, the expectations and analysis of current market trends and opportunities of management of the Company, such forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including, but not limited to: risks associated with changes to SalesCloser and other product’s revenue and profitability; changes to customer preferences; competition; use cases for SalesCloser and other products; the Company’s reliance on third-party service providers, including telecommunications and AI infrastructure partners; the Company’s ability to retain key personnel and hire additional personnel; risks related to the Company’s intellectual property, including the outcome of pending patent applications and the ability to protect and enforce intellectual property rights; economic uncertainty and instability as a result of ongoing inflation and supply chain issues, higher interest rate climate, tightening of credit availability and recessionary risks; pandemic-related risks; wars; tariffs; instability in global commodity and securities markets; shifts in consumer and institutional spending and marketing strategies; risks related to data breaches and privacy; the changing global market and competition for the products and services supplied by the Company; and the additional risk factors discussed in the continuous disclosure materials of the Company which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
June 01, 2026 08:00 ET | Source: ContextLogic Holdings Inc
OAKLAND, Calif., June 01, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings, Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”) announced the appointment of Scott Stewart as its Chief Financial Officer and Chief Operating Officer, effective June 1, 2026.
Mr. Stewart joins ContextLogic with a career built around exactly what the Company needs: acquiring businesses, integrating them cleanly, and building the financial infrastructure to support them in a public company context.
Most recently, Mr. Stewart served as CFO of Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company. He joined Cantaloupe in 2020 as Chief Accounting Officer, tasked with rebuilding Cantaloupe’s accounting function and controls, and was promoted to CFO in 2022 to lead the full finance organization — including financial reporting, planning and analysis, tax, treasury, and investor relations.
Prior to Cantaloupe, Mr. Stewart spent 13 years with Intercontinental Exchange, Inc., a Fortune 500 company that owns equity and commodity exchanges, most notably the New York Stock Exchange (NYSE), as well as various clearing houses across the globe. During his tenure at ICE, Mr. Stewart held various positions, most recently as Assistant Controller, where he managed corporate accounting, navigated complex technical accounting matters, and supported more than 30 acquisitions and integrations over his tenure — including the landmark acquisition of the NYSE.
Earlier in his career, Mr. Stewart spent four years at Ernst & Young in their audit practice. Mr. Stewart holds a Bachelor of Science in Accounting and a Master of Professional Accountancy from Clemson University.
“We are thrilled to welcome Scott to ContextLogic,” said Mark Ward, President of ContextLogic Holdings Inc. “As we build our portfolio of businesses, having someone who can run the financial and operational engine of the ownership platform is essential. Scott brings exactly the right experience and skillset.”
About ContextLogic Holdings Inc.
ContextLogic Holdings Inc. is a publicly traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of its shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding the Company’s plans to acquire businesses, integrate them and build financial infrastructure to support them and the impact of Mr. Stewart on the financial and operational aspects of the Company’s ownership platform. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
