A $173M Microcap Sitting on $225M Cash and $2.8B in Federal NOLs

Heads you win, tails you break even: how a tiny team controls $2.8 billion in tax shields—and why this could be a classic special situation

Polymath Investor. (2025). “ContextLogic NOL Shell”.

This is a special situation involving a small-cap company with no active operating business. It centers on compensation incentives and requires a solid understanding of how Net Operating Losses (NOLs) work—so yes, you’ll need to know a lot about taxes. I’m not a tax attorney and don’t pretend to be one. I’ve been following these developments out of personal interest, so please read the disclaimer at the end—and if this setup intrigues you, make sure to do your own research.

Having said that, let’s start from the beginning.

How Did We End Up Here

Let’s go back to the year 2020. The pandemic was in full swing. Everyone was in lockdown, and e-commerce businesses were exploding. That year, Wish.com did $2.5 billion in revenue. Prospects looked good, and acquiring new users was all that mattered. Marketing investments were sky-high, and profitability was only an afterthought

Fast forward to 2024, after years of losses and decreasing revenue, Wish.com's operating assets were sold to Qoo10 for $173 million in cash.

The party was over, and a new strategic direction was needed.

That was when the ContextLogic Inc. (LOGC) board, Wish's parent company, decided to retain the cash, cut operational expenses, and make the most of the massive operational losses accumulated during the heyday years, effectively becoming an NOL vehicle.

In today’s piece I’ll review LOGC opportunity. This is a continuation of my previous article titled “Why Failed Companies’ Hidden Tax Assets Might Be Your Most Profitable Investment Yet in 2025”.

Let’s dive in.

$2.8 Billion in Tax Shields—But the Clock Is Ticking

As I mentioned above, after years of burning cash in the online marketplace space, the company now sits on over $2.8 billion in U.S. federal net operating loss (NOL) carryforwards.

In plain English: it can earn up to $2.8B in future profits tax-free (or mostly tax-free) by using these past losses to offset taxable income. There’s also a mountain of state NOLs (around $9B) in various jurisdictions, which could add more tax shelter for future profits.

Now, not all NOLs are equal, though. About $886M of the federal NOLs are “old” (pre-2018) which expire in 2030-2037, but can offset 100% of taxable income until then. The remaining ~$1.9B are post-2017 NOLs which never expire but are a bit less potent (they can only offset 80% of taxable income in any given year, due to new tax rules).

The state NOLs mostly have expiration dates (2026 onward, varying by state), so there’s a clock ticking on some of that $9B if not utilized. Bottom line: there’s a huge tax shield here, but it needs to be used in time.

Guarding the NOLs – Section 382

Uncle Sam doesn’t just let any shell company become a tax-free vehicle without restrictions.

I discussed this in the past article, but under IRS Section 382, if there’s an “ownership change” (basically if new owners buy more than 50% of the company within a 3-year period), the NOL usage gets severely diminished.

In that scenario, the amount of NOL you can use each year is capped at roughly the company’s market value at the time of change times a federal interest rate.

For LOGC, that cap could be tiny if an ownership change happened while it’s just a cash shell – meaning most of the $2.8B would effectively die on the vine. In other words, a careless merger or a big new investor could trigger Section 382 and turn this tax asset into ashes.

Now, of course LOGC’s management knows this, and in early 2024, the board adopted a “Tax Benefit Preservation Plan” – essentially an NOL poison pill – to prevent any new investor from acquiring 4.9% or more of the stock without board approval.

If someone tries, the plan would dilute them into oblivion, scaring off would-be acquirers and activist accumulators. This ensures no unapproved ownership change happens before LOGC is ready.

Additionally, the recent deal with BC Partners was structured very carefully to avoid triggering Section 382. Rather than buying common stock, BC Partners invested in convertible preferred units of a subsidiary, which gives them economic exposure without counting as ownership in LOGC for tax purposes.

The result: BC Partners can own part of the company economically, yet initially not be “owners” of LOGC stock under the IRS test. This structure, combined with the poison pill, means the board controls the timing of any ownership change.

The goal is clear: use as much of the NOL as possible and only then, if necessary, let the ownership change happen when it hurts least.

From E-Commerce Disaster to Cash-Rich Shell

Only a couple of years ago, ContextLogic (under the brand Wish.com) was an e-commerce high-flyer, then a falling star.

At its peak, as I mentioned in the intro, Wish raked in $2.5B revenue in 2020, but by 2021 it was in a tailspin. User growth stalled, and revenues collapsed to $2.1B in 2021 and just $571M in 2022 – a 73% decrease as the company slashed advertising to stop bleeding cash.

By 2023, sales were a mere $287M (another 50% drop) and the customer base had shriveled (monthly active users fell from 24M in 2022 to 11M in 2023). In short, the Wish marketplace was imploding despite desperate turnaround efforts.

Losses piled up fast. Wish burned hundreds of millions per year trying to buy growth: net losses of $361M in 2021, $384M in 2022, $317M in 2023. Adjusted EBITDA stayed deeply negative (around -$280M in 2022, -$236M in 2023).

The company’s cost structure was way out of whack – in 2023 they spent about $615M (cost of revenue + opex) to generate $287M in sales. At one point, marketing expense alone was higher than revenue. Unit economics were terrible; no amount of cost-cutting could save the model. After multiple layoffs, strategy shifts, and a revolving door of CEOs, it became clear Wish wasn’t going to magically fix itself.

The board did the sensible thing: stop the bleeding and salvage what they could. In early 2024, LOGC sold the core Wish e-commerce business to an operator called Qoo10 for $173M in cash. Essentially, they offloaded the sinking ship and got a chunk of cash in return. This deal closed by April 2024. With that, all the operating assets and liabilities of Wish were gone. What remained in LOGC was basically a cash-rich shell holding the cash from the sale, the existing cash reserves from the IPO days, and those valuable NOLs accumulated from years of losses.

Post-sale, LOGC slashed its overhead. By the end of 2024, only 8 employees remained. All the costly activities were gone, so cash burn went to nothing.

From burning over $100M per quarter at its worst, LOGC’s burn rate dropped to a ~$2M per quarter by late 2024 – basically just the cost of being a public company with a skeleton staff, largely offset by interest income on the cash. In Q4 2024, the company’s net loss was only $2M, versus $68M a year prior. In other words, the bleeding stopped.

Now LOGC is essentially a holding company with a big pile of cash and a giant tax asset. As of Q1 2025, they have roughly $225M in cash on hand. Without any active business, that cash is just sitting, and the NOLs are idle.

What is the goal now? use the cash to go find a profitable company to buy and merge it in to use those NOLs. To do it right, they brought in new leadership (an activist investor as CEO) and now a serious partner (BC Partners) to execute this plan.

What Now? Turn Those Tax Losses into Tax-Free Profits

LOGC’s thesis is quite simple actually: acquire or merge with one or more profitable businesses, and run their future profits through LOGC’s NOLs to pay virtually no taxes for years.

Every dollar of profit that’s sheltered by an NOL is an extra dollar of net income that drops to the bottom line. This can drastically boost the value of whatever company LOGC buys. Think of the NOL as a $567M federal tax credit (21% of $2.8B) in present value if fully used, plus maybe another ~$400M if state NOLs can be applied – a massive pool of potential savings.

Of course, I don’t assign a high probability on using the NOLs in its totality but even with a healthy discount the thesis is still interesting.

Here’s a simple example: say LOGC buys a company making $100M in pre-tax profit a year. Normally, that company would pay around $21M in federal taxes (21% corporate tax) plus some state taxes.

Under LOGC’s ownership, with NOLs available, those taxes could be eliminated (at least until the NOLs run out). So that $100M pre-tax turns into nearly $100M post-tax, versus $79M post-tax without NOLs. That’s an extra ~$21M in cash flow going to the owners instead of the IRS every year. Over a few years, that adds up to tens of millions of dollars in value that a regular buyer couldn’t capture – but LOGC can.

All this means that LOGC can either pay more for a target than others and still come out ahead, or just enjoy a better ROI.

So a profitable acquisition could potentially pay zero cash taxes for a long time, making its cash flows much higher than normal. This is a huge selling point for using LOGC as the buyer.

The plan is to find a business (or several) with stable, significant taxable profits – ideally a mature, cash-generative company that just keeps paying taxes year after year. Fold that business into LOGC, use the NOLs to wipe out its tax bill, and thereby instantly increase its cash flow. Rinse and repeat if possible with additional deals.

Oh and one more thing… LOGC’s board has made a shareholder-friendly promise: if they can’t find a good way to use these NOLs in a reasonable time, they won’t just sit on the cash indefinitely – they’ll return the capital to shareholders (via a dividend or liquidation).

This is a very interesting point: it creates a “floor” value for the stock.

So in the worst-case scenario (no deal), we should eventually get the cash back. In other words, heads we win (if they do a great NOL deal), tails we don’t lose much (we get our cash out).

So far the downside is largely protected by the cash in the bank, while the upside from successfully using the NOLs could be huge.

Let’s continue.

Enter BC Partners – Capital And Execution

For a tiny company with a tainted history, LOGC going out to hunt for big acquisitions is easier said than done. They had about $150M cash post-Wish sale – not nothing, but not enough to buy a really meaningful business, especially without an active operation to leverage. This is where BC Partners comes in.

You can see the stock price reaction below on the day the partnership was announced. Of course in the last few days it came all the way back down, but we’ll discuss that later.

So in February 2025, LOGC announced a strategic partnership and investment from BC Partners (BCP), a global investment firm managing ~$40B. BCP agreed to inject up to $150M of new capital into LOGC and to actively help source and execute acquisitions.

This is important for a three reasons:

• Doubled Deal Power: With BCP’s money, LOGC’s war chest roughly doubles. They got $75M from BCP upfront and have another $75M available in a second tranche. Combined with the ~$150M they already had, LOGC now has around $300M in cash to deploy. That significantly expands the size of target they can pursue. Instead of buying a $100M company, maybe they can aim for something in the few-hundred-million range, possibly using some leverage on top. In short, LOGC now has good buying power for a shell its size.

• M&A Expertise and Credibility: BCP took board seats and apparently they are deeply involved. Two BCP executives joined LOGC’s board (including Ted Goldthorpe, who is now the Chairman of LOGC). These guys are professional deal-makers with experience in complex acquisitions, turnarounds, and corporate finance. Pre-BCP, LOGC might have been dismissed as a penny-stock SPAC. Post-BCP, LOGC is now sponsor-backed by a PE firm some good reputation. That gives I think some different type of credibility when approaching potential targets – sellers knowing there’s smart money and real expertise behind the shell. It also mitigates the execution risk: BCP’s team knows how to structure deals, raise financing if needed, and integrate businesses. They solve the two biggest problems a NOL shell usually has: funding and execution capability.

• Skin in the Game: BCP’s investment is structured as convertible preferred shares that will convert into about 41.6% of LOGC common if things go well (conversion price $8/share). That means BCP could end up owning a big part of LOGC – and they’re clearly aiming to, since they set the conversion strike above the then-current stock price (~$6). In the meantime, BCP earns a 4% dividend on the preferred (which bumps to 8% after the acquisition). This structure means BCP is incentivized to make the plan succeed (so they can convert and share in the upside), but also somewhat protected if it drags (they earn a yield). For current common shareholders, yes, BCP will eventually take a ~42% slice of the pie – but without BCP, the pie might never have grown at all. You’re effectively giving up some upside in exchange for a much higher probability of a big win.

With BCP on board, LOGC NOL story got more actionable. The market liked it, as shown above, and LOGC’s stock jumped 20% in a day. Even after that pop, the market was still valuing LOGC at roughly its cash on hand – so investors were assigning almost zero value to the NOLs at that point. I mean, that can happen until there’s some type of deal on sight. But the whole point of bringing in BCP is to make sure a deal does happen – and likely sooner rather than later.

Financial Position and Deal Capacity

So LOGC’s balance sheet is its launchpad. As of early 2025, you have a company with roughly $225M in cash (after the initial BCP infusion). If BCP’s second $75M tranche comes in, that goes up to ~$300M. This cash anchors the valuation – it’s about $5-6 per common in cash backing.

The stock has been trading around $6-7, which basically means the market thinks LOGC is worth little more than its cash (again, NOLs unvalued). Let me repeat again, management has said if no deal comes, that cash will be returned to shareholders. So $5-6 per share is a pretty solid floor value (if the company stays listed in the Nasdaq, more on that later).

Now, what can they do with $225-300M? Potentially a lot.

They could buy a company for that price, or use it as equity in a larger deal supplemented by debt.

So there are lots of possibilities here. For example, they might lever up a bit to buy a $500M company using $250M cash and $250M debt. With BCP on board, lining up financing is easier now.

In short, LOGC’s deal capacity could be in the several-hundred-million range, which might translate to a business generating tens of millions in annual profit (exactly what you’d want to utilize the NOLs).

Post-Wish, LOGC’s cash burn is almost nothing, so they aren’t forced to rush a deal out of desperation to stop bleeding cash. They can be patient enough to find the right opportunity, but not so patient that NOLs expire.

Valuation Upside

At the current share price around $6-7, LOGC’s market cap is roughly equal to its net cash. Investors are essentially giving no credit for the NOLs yet – which is understandable pre-deal. But that presents a potentially nice upside scenario if and when the NOLs start to be utilized.

Let’s break down the sum-of-the-parts:

• Net Cash: ~$225M on hand now (could be $300M if full BCP funds in). Per share, that’s about $5-6 in cash. This is the floor value. If nothing materializes, you should eventually get something close to this back. So downside is limited around current prices.

• NOL Tax Asset: Potential to shield $2.8B of future income from federal tax. If fully used, that’s up to $567M saved (plus additional from state). Realistically, we can’t just value it at $567M today because it might take years to use (more if Trump’s Administration implements tax cuts) and there’s risk involved. However, if LOGC pulls off an acquisition that uses, say, $80-100M of NOL per year, the present value of the tax savings could easily be in the hundreds of millions. A more aggressive scenario (multiple acquisitions ramping up taxable income) could push NOL value north of $300M PV. A pessimistic scenario is they trigger Section 382 or can’t use much, making NOL value near $0. But given the strategy, some middle ground like $150M value for NOLs is not unreasonable.

So, base case: $225M cash + maybe $125M PV of NOL = $350M total value. That’s about $10 per share, roughly +50% the current stock price. That would be the market starting to price in a moderate success (partially using the NOL over time). If they hit a home run – say they manage to utilize most of that $2.8B via a big profitable merger – the theoretical value of the tax shield (discounted) could approach the full ~$567M. Even if you haircut that, add to cash, you could be looking at $18+ per share in an optimistic case.

And remember the downside: essentially the cash back if no deal. That setup – limited downside, unbounded upside – is what makes this special situation, well… special.

Catalysts – What Will Drive Value Realization

The story will play out over the next few months hopefully, and there are several catalysts to watch:

• Acquisition Announcement: This is the big one. The moment LOGC announces a definitive deal to acquire a profitable business (or even a letter of intent), expect a major reaction. It’s the validation of the whole strategy. A letter of intent, a signed deal, and ultimately the closing of an acquisition will fundamentally transform LOGC from a shell into an operating company.

• Additional Deals: One deal might not use all $2.8B NOL (depending on its size). The company explicitly mentioned the possibility of follow-on bolt-on acquisitions after the first platform acquisition. So we could see a series of acquisitions over a couple of years, each one bringing in more profit to soak up NOLs and each one potentially boosting the stock further. Essentially, after the first deal, LOGC could start resembling a mini-conglomerate that continues to grow via M&A. Each successful transaction that increases earnings is another catalyst (and also a safeguard that NOLs won’t go unused).

• Operational Improvement of the Acquired Business: BC Partners specializes in improving companies they invest in – whether through cost cuts, better strategy, or bolt-on acquisitions. If the target business LOGC acquires has room for margin expansion or growth under new management, we could see a post-acquisition earnings surprise. That would be a double win: improved operating performance on top of the tax savings.

In sum, the big catalyst is the acquisition – everything else is either prologue or epilogue to that. With BCP’s network of companies, it wouldn’t be surprising if something material is announced in 2025.

All-In Management and Shareholder Alignment

This plan only works if the people in charge execute well and have incentives aligned with regular shareholders. So let’s take a look at management and board:

• Shareholder-Turned-CEO: Rishi Bajaj, an activist investor from Altai Capital, took over as CEO in April 2024 specifically to drive this transition. He’s not a traditional e-commerce operator – he’s a deal guy, a special situations strategist. He played a key role in pushing for the Wish sale and pivot to NOL usage in the first place.

• Revamped Board for the Mission: After the Wish sale, LOGC’s board was almost completely overhauled – six of seven directors were replaced. Seems like the new 5-member board is full with M&A expertise: you’ve got a veteran software CEO experienced in growing companies (Michael Farlekas), an investment banker with 35+ years of deals under his belt (Marshall Heinberg), a debt financing expert (Elizabeth LaPuma), an investment firm managing partner (Richard Parisi), and Bajaj himself.¹ Later, with BCP’s investment, they added Ted Goldthorpe (head of BCP Credit) as Chairman and another BCP rep, Mark Ward (a restructuring specialist). This is exactly what you want for executing an acquisition-driven, value-maximization strategy.

So you have a board solely focused on maximizing shareholder value via NOL monetization. There’s not much to distract them. Execution risk always exists, but at least we know the people at the wheel are experienced and motivated to get this right.

On their motivation, let’s review their compensation package.

New Board & CEO Compensation Package (Appointed After April 2024 Asset Sale)

Let’s first review board compensation in the table below.

Now let’s talk about Rishi Bajaj – the man currently steering this $2.8B tax shield toward its next chapter.

So he is not the typical CEO. He stepped into the CEO role in April 2024 and he agreed to a base salary of just $1 per year.

Why? Because he was already invested – literally and figuratively. Before his appointment, Bajaj had been a significant LOGC shareholder and board member.

Of course, nobody works for free, so when LOGC closed the Qoo10 asset sale on April 19, 2024, unlocking $173M in fresh cash, the board awarded Bajaj a one-time “Transaction Bonus” of $620,000. Importantly, this wasn’t some recurring incentive—it was a special, deal-tied payout in recognition of a value-unlocking milestone.

Here’s how it broke down:

• $310,000 in cash

• 55,856 restricted stock units (RSUs) valued at ~$310,000 on the grant date (May 6, 2024)

Those RSUs vest in full one year from the grant date—May 6, 2025—but only if Bajaj stays on.

Let’s keep going.

Now, fast forward to March 2025, and we see a shift: on March 6, 2025, LOGC signed a new employment agreement with Bajaj, formally replacing his $1 salary setup from 2024. The new deal reflects, I guess, the company’s transition from a cash shell in cleanup mode to an active acquirer preparing for real operations.

Under this updated agreement, Bajaj’s base salary is now $550,000 per year. More importantly, he’s now eligible for an annual performance bonus of up to 150% of base salary—that’s up to $825,000—based on targets set by the Board’s Compensation Committee.

In other words, LOGC is moving back to a conventional comp model, but with a catch: bonus payouts are tied to actual performance objectives. And in a situation like this—where execution is everything—that’s something I like.

The equity part of compensation details in the the table below:

You can see there are some Calss P Units that are dependant on performance. Which are those performance goals? Let’s see.

Class P Units

The performance criteria for Bajaj’s Class P Units are all tied to LOGC’s share price. No revenue or EBITDA hurdles. No acquisition-closing clauses. Just stock price appreciation, measured on a 20-day average. Either he builds shareholder value, or he gets nothing.

Here’s the milestone ladder:

• Threshold – $10 Share Price
  If LOGC stock hits a 20-day average of $10.00 during the four-year performance period, Bajaj earns 711,665 Class P Units. That’s about one-third of the full award. But fall short of $10—even by a penny—and the entire performance grant evaporates.

• Target – $16 Share Price
  A sustained price of $16.00 unlocks a total of 1,423,330 Class P Units. That’s Tranche 1 and Tranche 2 combined—roughly two-thirds of the total award.

• Maximum – $21 Share Price
  If the stock trades at or above $21.00, Bajaj receives the full 1,897,773 Class P Units. This is the upper limit. No extra beyond $21—this is the cap.

Importantly, only the highest milestone achieved by the end of the four-year period counts. Hit $16 but never reach $21? You vest the ~1.4 million units at the $16 level—nothing more. Hit $21? You lock in the full award.

The units don’t vest immediately upon hitting the milestone. Bajaj has to stay in the seat until March 2029 to collect.

In addition to the performance-based grant, he also received a time-based grant of 474,444 RSUs that vest 25% per year over four years—again, contingent on continued employment. No stock price hurdles there, just a retention mechanism.

In sum: Bajaj only gets the big payday if LOGC’s stock materially rerates and he sticks around.

Let’s move on.

What about BC Partners?

BC Partners: Who Are They And Why Their Involvement Matters

A bit more on BC Partners’ track record, because it underscores why we should be optimistic about LOGC’s chances.

BC Partners has been around for over 35 years doing multi-billion dollar buyouts and complex deals. In recent years, they’ve also expanded into credit and special situations – which is exactly the angle they’re playing here with LOGC. The team backing LOGC comes from BCP’s credit arm, which specializes in finding value in unusual situations (distressed companies, unique assets like NOLs, etc.) and providing flexible financing.

The individuals from BCP now on LOGC’s board have really a lot of experience in special situations. Ted Goldthorpe ran Apollo’s opportunistic credit group.

Mark Ward was a restructuring advisor at Houlihan Lokey – also with experience in maximizing value from struggling situations.

A bet on this company is practically a bet on these people capacity to do a good deal, so knowing their career and reputation is important and part of the thesis.

BCP’s general playbook is “buy low, improve, sell high.” For LOGC, “buy low” means using LOGC’s cash (and stock/debt) to buy a company at a fair price.

Then BCP will help improve the business – they always look for some way to add value, be it cost cuts, growth initiatives, or additional acquisitions to make a bigger whole.

One good sign: BCP set the conversion price for their preferred at $8, above the market price.

Risks – What Could Go Wrong

Ok, risks. Here are the main ones to keep in mind:

• Section 382 – This is the biggest risk because it directly threatens the core asset (NOLs). If an acquisition or series of events causes an ownership change >50%, the NOL usage gets capped.

• NOL Expiry – The clock is ticking on some of the NOLs. Those pre-2018 NOLs start expiring in 2030. State NOL expirations start even sooner (2026 in some states). Also, tax laws could change, we know Trump’s administration is planning tax cuts, so I’ll guess we’ll have to wait until it gets announced to get the details.

• No Deal / Bad Deal – The whole thesis hinges on management executing a good acquisition. There’s a risk they find nothing worth buying (perhaps discipline prevents them from overpaying, which is good, but then we just end up liquidating – not terrible, but no upside).

• Target Business Risks – Remember, once LOGC acquires a business, it inherits all the usual business risks of that company. The NOL doesn’t save a company that isn’t profitable; it only shelters profits that exist.

• Dilution – As mentioned, BCP will own ~42% if they convert, meaning current shareholders give up a big chunk of future upside (though one can argue that without BCP there might be no upside at all). Also, if the target is larger than LOGC’s cash, they may take on debt to finance it. Meanwhile, BCP’s preferred is like a debt in some ways – it has a dividend that doubles to 8% after an acquisition. That’s $12M a year that goes to BCP off the top before common shareholders see a dime of those tax-sheltered profits. If the deal underperforms or takes a while, BCP still gets paid.

• Regulatory – LOGC has to maintain its NASDAQ listing. If for some reason the stock fell far or they delayed too long, there could be exchange issues. More on this in the next section.

Despite that laundry list, note that LOGC has mitigants in place for most of these. The poison pill and structure address Section 382 risk proactively. The willingness to return cash curbs the risk of desperation moves. BCP’s involvement and the new board expertise reduce the chance of a dumb deal and increase diligence on the target’s quality.

This is by no means a risk-free arbitrage – it’s an execution-dependent situation. You invest here because you think this particular team can thread the needle: find the right deal, pay the right price, and avoid tripping the tax wires. If they do, the payoff should justify the risks. Now, if they don’t, you probably get your money back (with maybe a little opportunity cost lost to time). That’s a trade-off many are willing to take, but eyes wide open: execution is everything.

And there’s more…that delisting issue I mentioned in the regulatory section.

The Delisting Sword of Damocles

There’s a pending Nasdaq’s delisting threat. Because no matter how good LOGC’s NOL strategy looks on paper, it won’t look good if the company gets delisted off the exchange.

A few days ago, Nasdaq formally notified ContextLogic that it’s in danger of being delisted under Rule 5101 – a rule that gives the exchange discretion to suspend or boot a stock if it's deemed not in the public interest. And yes, being a “public shell” (i.e. having no active operations) absolutely qualifies.

What Usually Happens

After doing a little bit of research, I understand that most companies in LOGC’s position – cash-heavy shells sitting on tax losses and promises – do get delisted. Not because they’re fraudulent or broke, but because Nasdaq doesn’t want zombie tickers in the exchange.

Successful appeals under Rule 5101 are apparently rare. You either have a deal signed or nearly signed, or you’re gone.

LOGC, to its credit, has BC Partners in the mix, an active deal strategy, and $225M in the bank. That might help. But until a definitive agreement is signed, the default path is delisting.

The Process and Timeline

Here’s how it may play out from here:

• LOGC appealed, which buys time. They stay listed and tradable while waiting for a hearing.

• That hearing likely happens sometime in April or May. A decision typically follows in the next few days, less than a month is my understanding.

• If the panel is convinced, LOGC might get a short leash – 60 to 90 days – to close a deal.

• If the panel denies the appeal (or the clock runs out without progress), Nasdaq suspends trading and files a Form 25 to delist the stock.

Important: Even a further appeal doesn’t stop delisting. The stock would move to OTC markets while any higher-level review is underway.

So shareholders have maybe 1–2 months of Nasdaq trading left, unless something material happens.

Is this good or this is bad? Well, if you believe this puts pressure in management to close a deal and it increases the odds of a deal happening in the very short term then is a good thing. If you believe it adds stress and could complicate things its a bad thing.

I the did not yet have any deal in the works, the I believe the delisting notification doesn’t help. Now if they did had something in the works, it could precipitate things.

What Happens If Delisted?

Let’s say Nasdaq pulls the plug and LOGC trades OTC. What then?

• You still own your shares. They just trade on less liquid, less visible markets.

• Liquidity tanks, spreads widen, and institutional holders may be forced to sell (many can’t own OTC stocks).

• LOGC could still execute a deal and re-apply for listing down the road, but that’s a long and uncertain process.

• In the meantime, the stock might drift due to reduced visibility and lack of coverage. It becomes a patience game.

From a Shareholder’s Lens

So where does this leave us?

If LOGC executes quickly, the delisting might be avoided or shortened. A signed acquisition before the hearing? Helps A LOT. A LOI in place and real progress? Maybe buys them a time.

But if nothing’s close, I’d expect Nasdaq to pull the plug.

That’s why this moment feels like a fork in the road: either LOGC becomes a real company again – with operations, earnings, and all that – or it becomes a long-term OTC tax arbitrage bet.

But here’s the thing: even if it does go OTC, the fundamentals don’t disappear. The cash is still there. The NOLs are still there. BC Partners is still in the room (unless there’s some provision in the agreement that we do not know about).

So the delisting situation adds extra risk to the whole thesis but doesn’t change the fundamentals in terms of the possibility of a deal and using the NOLs.

Watching Closely

I think that the odds that we get a good deal are pretty good. Not only that, but you are also betting with a limited downside, that’s why I like the setup. Now, what I don’t like is the Sword of Damocles of a potential delisting hanging over the whole situation.

That’s why I’m watching closely.

If the delisting threat gets resolved—whether they remain on Nasdaq or end up getting delisted—I’ll revisit the situation to reassess the odds of a deal happening.

In a resolved delisting scenario, it’s a classic “heads I win, tails I don’t lose much” setup. Of course, landing heads—i.e., a successful acquisition—still requires skill. But I see plenty of evidence that this team has what it takes. And with BC Partners betting alongside shareholders, I like the odds.

As part of my research, I’ve also put together a companion doc covering the CEO’s deal track record, additional scenarios, and more detail on the BC Partners transaction. I didn’t want to make this piece any longer, but if you’ve read this far and you’re interested, just let the algorithm know with a restack or a like—I’ll send the doc your way.

Disclaimer

This newsletter (the “Publication”) is provided solely for informational and educational purposes and does not constitute an offer, solicitation, or recommendation to buy, sell, or hold any security or other financial instrument, nor should it be interpreted as legal, tax, accounting, or investment advice. Readers should perform their own independent research and consult with qualified professionals before making any financial decisions. The information herein is derived from sources believed to be reliable but is not guaranteed to be accurate, complete, or current, and it may be subject to change without notice. Any forward-looking statements or projections are inherently uncertain and may differ materially from actual results due to various risks and uncertainties. Investing involves significant risk, including the potential loss of principal, and past performance is not indicative of future results. The author(s) may or may not hold positions in the securities discussed. Neither the author(s) nor the publisher, affiliates, directors, officers, employees, or agents shall be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use of, or reliance on, this Publication.

1. On March 31, 2025, Jennifer Chou was appointed as an independent Class I director of ContextLogic Inc., joining the Compensation, Audit, and Transformation Committees. Ms. Chou brings over 20 years of experience in private equity and finance, currently serving as Senior Managing Director and Chief Strategy Officer at The Gores Group. She also serves as an independent director at Portman Ridge Finance Corporation (NASDAQ: PTMN), Logan Ridge Finance Corporation (NASDAQ: LRFC), and Runway Growth Finance Corp. (NASDAQ: RWAY).