{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-006990","form_type":"8-K","ticker":"LOGC","cik":"0002064307","company_name":"ContextLogic Holdings Inc.","filed_at":"2026-02-26T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.142748+00:00","generated_at":"2026-05-15T23:52:56.168807+00:00","sec_items":["1.01","2.01","2.03","3.02","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"ContextLogic closes $907.5M US Salt acquisition; funds via $215M term loan and $115M equity","bullets":["Acquired US Salt for approx. $907.5M ($582.3M cash + $325.2M equity rollover) on Feb 26, 2026.","Entered $215M term loan and $25M revolver credit facility maturing 2033, with SOFR+4.00-4.50% margin.","Rights Offering raised only $3.4M; backstop purchasers (BCP, Abrams) bought $111.6M for total $115M.","Appointed Raja Bobbili and David Abrams of Abrams Capital to Board effective Feb 20, 2026.","Executed registration rights, voting, escrow, and indemnification agreements with investors."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-006990","json":"https://secwatch.observer/filing/0001140361-26-006990.json","markdown":"https://secwatch.observer/filing/0001140361-26-006990.md","text":"https://secwatch.observer/filing/0001140361-26-006990.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/ef20066612_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T23:52:56.168807+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6dfd831577ab892efc3326796f2954521689b2cd","claim":"ContextLogic Holdings Inc. completed an acquisition involving US Salt Parent Holdings, LLC for approximately $907.5 million (closed 2026-02-26).","evidence_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","confidence":0.9},{"claim_id":"2be59f2178f5b1aa90839a2df0482de0d20e2b91","claim":"ContextLogic Holdings Inc. entered into Voting Agreement with Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P., Riva Capital Partners V, L.P., Riva Capital Partners VI, L.P. (collectively, the 'Abrams Investors'), and BCP Special Opportunities Fund III Originations LP.","evidence_excerpt":"In connection with entering into the Purchase Agreement, on the Closing Date, each of Abrams Capital Partners I, L.P., a Delaware limited partnership (“ ACP I ”), Abrams Capital Partners II, L.P., a Delaware limited partnership (“ ACP II ”), Riva Capital Partners V, L.P., a Delaware limited partnership (“ Riva V ”), and Riva Capital Partners VI, L.P., a Delaware limited partnership (“ Riva VI ”, and together with ACP I, ACP II and Riva V, collectively, the “ Abrams Investors ”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“ BCP ” and together with the Abrams Investors, the “ Voting Entities ”), entered into a voting agreement (the “ Voting Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","confidence":0.9},{"claim_id":"422f413c5aef217bdfb380dcb3758f681f1fa731","claim":"ContextLogic Holdings Inc. amended Second Amended and Restated Limited Liability Company Agreement (effective 2025-03-06).","evidence_excerpt":"As contemplated by the Purchase Agreement, on the Closing Date, Holdings entered into a Second Amended and Restated Limited Liability Company Agreement (the “ 2nd A&R LLCA ”) which amended and restated that certain Amended and Restated Limited Liability Company Agreement entered into on March 6, 2025, as previously disclosed.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","confidence":0.9},{"claim_id":"82c76e99b160b747a035a4c58bb0104e97cfb522","claim":"ContextLogic Holdings Inc. entered into Credit Agreement with US Salt Investors, LLC, US Salt Holdings, LLC, Wilmington Trust, National Association, and the Lenders.","evidence_excerpt":"On the Closing Date, Holdings, as the initial borrower, entered into a Credit Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), with US Salt Investors, LLC, a Delaware limited liability company (the “ Borrower ”), as the borrower, US Salt Holdings, LLC, a Delaware limited liability company (“ US Salt Holdings ”), as holdings, the guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral agent (the “ Agent ”), and each lender from time to time party thereto (the “ Lenders ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","confidence":0.9},{"claim_id":"b5f8196ed5646998795d013a67116de88d99942e","claim":"ContextLogic Holdings Inc. entered into Escrow Agreement with Wilmington Trust, NA, the Sellers Representative, and ContextLogic Holdings, LLC valued at $2,750,000.","evidence_excerpt":"In connection with the Purchase Agreement, Wilmington Trust, NA, a national banking association (the “ Escrow Agent ”), the Sellers Representative (as defined below), and ContextLogic Holdings, LLC, a wholly-owned subsidiary of the Company (“ Holdings ”) entered into an escrow agreement (the “ Escrow Agreement ”) which sets forth the terms of the Escrow Fund (as defined below), which is to include the Escrow Amount of $2,750,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.02, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.02, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.03, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working\n capital, which was comprised of approximately $582.3 million in cash consideration (including, among","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2064307/000114036126006990/0001140361-26-006990-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}