ContextLogic Holdings Inc. · OTC:LOGC
ContextLogic — Merger or Acquisition (December 2025)
37 slides from ContextLogic's merger presentation, Dec 8, 2025
Slide 1: Investor Presentation December 2025
INVESTOR PRESENTATION December 2025
Slide 2: Disclaimer About Forward-Looking Statements & Third-Party Sources
Disclaimer About Forward - Looking Statements & Third - Party Sources 2 This presentation (this “ Investor Presentation ”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluat ion with respect to a potential transaction (the “ Tra
Slide 3: Disclaimer: Non-GAAP Financial Measures and Additional Information
Disclaimer About Forward - Looking Statements & Third - Party Sources 3 Non - GAAP Financial Measures; Other Financial and Operational Data This presentation includes certain non - GAAP financial measures that are not prepared in accordance with accounting principles ge nerally accepted in the Unite
Slide 4: Table of Contents
I II ContextLogic Strategy Overview US Salt Overview III US Salt Transaction and Post - Closing Structure Overview 4 Table of Contents
Slide 5: I. ContextLogic Strategy Overview
5 I. ContextLogic Strategy Overview
Slide 6: ContextLogic History: How Did We Get Here?
- $200 $400 $600 $800 $1,000 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Volume ContextLogic 2/12/2024: ContextLogic announced agreement to sell substantially all operating assets and liabilities associated with Wish to Qoo10 for $173m Publicly - traded e - commerce platform with market cap of $14bn+
Slide 7: ContextLogic Today: Evolved to Scale
7 ContextLogic Today: Evolved to Scale ~$15 0 m Cash 1 ~$2.9bn NOLs + other tax attributes A blank canvas with cash and tax attributes to build a strategic “compounder” $150m of committed capital 2 Notes 1. Reflects ContextLogic's cash and cash equivalents and marketable securities as of Q4 2024, pr
Slide 8: ContextLogic Future: A Decentralized String of Pearls
ContextLogic Future: A Decentralized String of Pearls Each business will operate in a decentralized structure, driving accountability, autonomy, and speed We intend to partner with best - in - class management teams and hardwire aligned incentives 8
Slide 9: Our Acquisition Strategy Is Focused on Three Clear Criteria
Our Acquisition Strategy Is Focused on Three Clear Criteria... Niche Large enough markets that sustain growth, but invite less competition Competitively Advantaged Businesses with an “obvious” moat Long Duration Asset Companies that will continue to exist in 20 - 30 years 9
Slide 10: We Are Equally Clear About What We Will Not Pursue
…We Are Equally Clear About What We Will Not Pursue… “ Large TAMs ” “Multiple expansion” reliance “ Earnings momentum ” “ Future profitability ” “ Good enough ” management teams “ High growth ” at any price “ Potential synergies ” “ AI winners ” or trend plays 10
Slide 11: But We Will Be Opportunistic in Creating Value
11 ...But We Will Be Opportunistic in Creating Value Our goal is to deploy capital to acquire businesses that fall within our strike zone… …But we will act decisively when unique and compelling high - value opportunities arise. Share Buybacks Distressed Businesses Structured Investments “Other”
Slide 12: ContextLogic Management Model and Governance
Operating Business 1 Operating Business 2 12 ContextLogic Management Model Governance Operating Business ▪ Each business will be governed by its own board, with the Business Oversight Committee of 2 to 4 owner - affiliated directors with potential representation from management of the particular bus
Slide 13: Compensation Model for Operating Business Leadership Teams
13 Compensation Model for Operating Business Leadership Teams Fixed salary Base (Fixed) Based on year - on - year growth in profit, paid in cash; zero bonus for <5% organic growth Bonus Based on growth in profit over five years; expected to be paid in equity; NOT capped Incentive Operating Business
Slide 14: Our Intellectual Inspiration Are the Swedish Serial Acquirers
$0 $1 $10 $100 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023 2025 14 Our Intellectual Inspiration Are the Swedish “Serial Acquirers” Source FactSet as of December 4 , 2025 Note 1. Based on logarithmic scale. 20 - Year Indexed Share Price Performance 1 $ 35.37 Annualized Returns (%) Value of $1 (
Slide 15: Target Financial Model
15 Target Financial Model 5 – 10 % 9 – 18 % Targeted Long Term Free Cash Flow 1 per share Growth 5 – 10 % Acquired Growth (1 – 2 % ) Incentive Plan Dilution Organic Growth Note 1. A reconciliation of projected long - term free cash flow growth, which is a statistical measure based on forward - looki
Slide 16: II. Introducing The First Pearl
II. Introducing The First Pearl… 16
Slide 17: US Salt Overview
17 US Salt Overview Notes 1. US Salt's financial statements and the financial data presented herein have not been audited. US Salt is currently having the ir financial statements audited under the standards of the Public Company Accounting Oversight Board. Accordingly, the financial re sults are pre
Slide 18: US Salt Management Team
§ Joined as CFO in October 2022 § Over 20 years of experience in private equity - backed packaging and food manufacturing companies § Select Prior Experience: □ VP of Finance at Novolex : Directed financial strategy for a $1B+ revenue business segment, driving substantial organic and inorganic growt
Slide 19: US Salt Financial Profile
Pre - new management team involvement 19 Notes 1. US Salt's financial statements and the financial data presented herein have not been audited. US Salt is currently having the ir financial statements audited under the standards of the Public Company Accounting Oversight Board. Accordingly, the finan
Slide 20: Evaporated Salt: Highest Value Niche of the Salt Market
20 Evaporated Solar Rock Produced by US Salt 99.6%+ 99%+ 95 - 99% Salt purity Low - none Moderate High Seasonality $150 - 1,000+/ton $90 - 100/ton $40 - 100/ton Average selling price • Table salt • Pharmaceutical • Food processing • Water softening • Specialty salt • Water softening • Agriculture •
Slide 21: Acquisition Criteria: Products
21 Acquisition Criteria: Pool Salt Bagged salt used to generate chlorine in saltwater swimming pools, sold through wholesale, commercial, and retail channels 26 - ounce cannisters marketed under customer (private label) and US Salt - owned brands, sold through wholesale and retail channels High - pu
Slide 22: Acquisition Criteria: Competitively Advantaged
Acquisition Criteria: x Net supply has remained flat for 25+ years x Only 16 evaporated salt facilities concentrated amongst five companies; no new evaporated salt facilities built in the last 2+ decades x Only three of the six total US salt basins are economically viable due to depth, purity, locat
Slide 23: Evaporated Salt Wholesale Price and US Production Volume
23 Acquisition Criteria: Evaporated Salt Wholesale Price by Product Form & Total United States Production Volume ($ per metric ton, fob mine and plant) CAGR '98 - '23 Source USGS – 3.0 6.0 9.0 12.0 15.0 $0 $50 $100 $150 $200 $250 $300 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '
Slide 24: Steady, Resilient Volume Progression
24 Acquisition Criteria: (Figures shown in thousands of tons) ~1% CAGR ('15 - '23) ~5% CAGR ('23 - LTM Q3 2025) Pre - new management team involvement Volume impacted by one - time generator outage; installed backup black - start generator to mitigate future risk COVID - related bump in round can seg
Slide 25: Organic Growth Drivers
25 Organic Growth Drivers US Salt sells salt from $150/ton to $1,000+/ton. Over time, management has worked to “mix shift” from lower value categories to higher value categories. Rational pricing dynamics given constrained supply and stable, non - substitutable demand, backed by strong operations, q
Slide 26: Key Business Risks
26 Key Business Risks Single Plant Pricing Competition and New Entrant(s) x Redundant power generation via multiple generators and recent investments in backup power systems, coupled with 130+ years of operations; US Salt also maintains safety stock at regional warehouses x Pricing has remained rati
Slide 27: Key Highlights: US Salt Is an Attractive First Pearl Anchor Investment
27 Key Highlights: US Salt is an Attractive “First Pearl” Anchor Investment Niche Leading market position in evaporated salt, the highest - value segment of the overall salt market, with attractive competitive dynamics Competitively Advantaged High barriers to entry due to geologic scarcity, special
Slide 28: III. US Salt Transaction and Post-Closing Structure Overview
III. US Salt Transaction and Post - Closing Structure Overview 28
Slide 29: Detailed Transaction Overview: Sources and Uses
Uses Amount ($) % Purchase Equity – US Salt $694 73% Net Debt Paydown – US Salt 207 22% Cash on Balance Sheet 10 1% Transaction and Financing Fees 35 4% Total Uses $946 100% Sources Amount ($) % Equity Rollover – US Salt $324 34% ContextLogic Cash 292 31% New Debt 215 23% Backstopped Rights Offering
Slide 30: Post-Closing Capital Structure and Approximate Ownership
30 Post - Closing Capital Structure and Approximate Ownership 1 Summary Structure x Equity will be held at two - levels: ContextLogic Holdings Inc. (“PubCo”) and ContextLogic Holdings LLC (“LLC”). x Flexible capital structure, combined with long - term commitment from BC Partners and Abrams Capital
Slide 31: ContextLogic 2026 Projected Free Cash Flow
ContextLogic 2026 P rojected Free Cash Flow 1,2 31 Free Cash Flow Notes 1. A reconciliation of projected long - term free cash flow growth, which is a statistical measure based on forward - looking non - GAAP financial measures, to the most directly comparable GAAP financial measure, is not provided
Slide 32: Post-Closing Governance Structure
32 Post - Closing Governance Structure With Majority of Directors Owner - Affiliated Business Oversight Committee for US Salt Members: Raja Bobbili (Chair) and Mark Ward Investment Committee Members: Ted Goldthorpe (Chair), David Abrams, Raja Bobbili, and Mark Ward Corporate (President & CFO) Other
Slide 33: Post-Closing Board of Directors
33 Post - Closing Board of Directors Ted Goldthorpe Director Committees: Investment Committee (Chair), Compensation Committee, Nominating and Corporate Governance Committee Raja Bobbili Chair Committees: US Salt BOC (Chair), Investment Committee Jennifer Chou Director Committees: Audit Committee (Ch
Slide 34: Post-Closing Leadership
34 Post - Closing Leadership Best - In - Class Management Team Supported by Partners with Extensive Public Company and M&A Expertise Backed by top - tier investors Leadership David Sugarman CEO Jason Blaseg CFO Travis McNamara VP Strategy Leadership Raja Bobbili Chair, US Salt BOC (Chair); Investmen
Slide 35: Post-Closing Board and Executive Leadership
35 Post - Closing Board and Executive Leadership Mark Ward President, Director US Salt BOC; Investment Committee Mark Ward is a Director at BC Partners, based in New York . He joined the firm in 2020 and focuses on opportunistic investments across the capital structure . Prior to BC Partners, he wor
Slide 36: Investor Relations Information
Investor Relations Information • Listing: Company intends to pursue a listing on a national exchange. • Quarterly Updates: Provide regular updates with opportunity for Q&A. • Annual Investor Day: In - person event featuring subsidiary CEOs and strategic growth discussions. • Financial Targets: No fo
Slide 37: Reconciliation
37 Reconciliation ($ in millions) 2023 2024 Q3'25 LTM Net Income ($2) $5 $14 Interest Expense, Net 26 24 22 Depreciation and Amortization 11 14 15 Board Fees, SBC, and Other Employee Comp 4 4 3 Non-Recurring Professional Fees 0 1 0 Other 4 2 1 Adjusted EBITDA $44 $49 $55 Notes 1. US Salt's financial
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