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Washington, D.C. 20549







Date of Report (Date of earliest event reported): November 28, 2022 (November 28, 2022)



(Exact name of registrant as specified in its charter)


Delaware   001-40095   85-3526440
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


2300 Carillon Point

Kirkland, WA 98033

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (425) 278-7100


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant   COLIU   The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share   COLI   The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   COLIW   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 







Item 8.01 Other Events.


On November 28, 2022, Colicity Inc. (“the Company”) filed a definitive proxy statement relating to a Special Meeting of Stockholders to be held on Tuesday, December 20, 2022 at 11:30 a.m., New York City time. The record date for the meeting was 5:00 p.m., New York City time, on November 21, 2022. At this Special Meeting, stockholders will be asked to vote on proposals related to an amendment to Colicity Inc.’s amended and restated certificate of incorporation which would, if implemented, allow Colicity Inc. to unwind and redeem all of its outstanding public shares prior to December 30, 2022, in advance of its contractual termination date of February 26, 2023.


Stockholders of record as of the record date will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting https://www.cstproxy.com/colicityinc/2022. To ensure representation at the Special Meeting, however, stockholders are urged to complete, sign, date and return their proxy card as soon as possible. If shares are held in an account at a brokerage firm or bank, stockholders must instruct their broker or bank on how to vote their shares. Stockholders may revoke their proxy card at any time prior to the Special Meeting. Holders of the Company’s warrants do not have voting rights in connection with the Special Meeting.


For more information, please see the definitive proxy statement filed with the SEC on November 28, 2022.


Forward-Looking Statements


This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early unwind of Colicity Inc. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date of Current Report on Form 8-K, and Colicity Inc. expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Colicity Inc., including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to Colicity Inc.’s business which may affect the statements made in this Current Report on Form 8-K.


Additional Information


Nothing in the foregoing communication shall constitute a solicitation to buy or an offer to sell any of Colicity Inc.’s securities. Colicity Inc.’s stockholders and other investors are urged to read the proxy statement (a preliminary filing of which has been made with the Securities and Exchange Commission (the “SEC”)) because it will contain important information relating to the foregoing. Copies of Colicity Inc.’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov).


Participants in a Solicitation


The directors and executive officers of Colicity Inc. and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals to be vote on at the special meeting. Information regarding the directors and executive officers of Colicity Inc. is available in its preliminary proxy statement, which was filed with the SEC on November 15, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the proposed transaction (a preliminary filing of which has been made with the SEC). Free copies of these documents may be obtained as described in the preceding paragraph.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Craig O. McCaw
  Name:   Craig O. McCaw
  Title: Chief Executive Officer and President
(Principal Executive Officer)
Date: November 28, 2022    












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