UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~July 301, ~~2021~~2022 (~~November~~June 2630, ~~2021~~2022)

COLICITY INC.

(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 registered
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 45.02. ~~Non-Reliance on~~Departure ~~Previously~~of ~~Issued~~Directors ~~Financial~~or ~~Statements~~Certain orOfficers; aElection ~~Related~~of ~~Audit~~Directors; ~~Report~~Appointment orof ~~Completed~~Certain ~~Interim~~Officers; ~~Review~~Compensatory Arrangements of Certain Officers.

~~The~~On ~~management~~June of30, ~~Colicity~~2022, Randy Russell informed Colicity Inc. (the “Company”) ~~has~~ ~~re-evaluated~~that ~~the~~he ~~Company’s~~has ~~application~~resigned offrom ~~ASC~~his ~~480-10-S99-3A~~position toas ~~its~~Chief ~~accounting~~Investment ~~classification~~Officer of the ~~redeemable~~Company, ~~shares~~effective ~~of Class A~~immediately, ~~common~~so ~~stock,~~that ~~par~~he ~~value~~may ~~$0.0001~~pursue ~~per~~other ~~share~~business ~~(the~~opportunities. ~~“Public~~Concurrent ~~Shares”),~~with ~~issued~~his asresignation ~~part~~from ofhis ~~the~~position ~~units~~with ~~sold in~~ the Company~~’s initial public offering (the “IPO”) on February 26~~, ~~2021~~Mr. ~~Historically,~~Russell aresigned from ~~portion~~his ofposition ~~the Public Shares was classified~~ as ~~permanent equity~~the toChief ~~maintain~~Executive ~~net~~Officer ~~tangible~~of ~~assets~~Pendrell ~~greater~~Financial ~~than $5~~Services,~~000,001~~ ona ~~the~~subsidiary ~~basis that the Company will consummate its initial business combination only if the Company has net tangible assets~~ of atPendrell ~~least $5~~Corporation,~~000,001.~~ ~~Pursuant to such re-evaluation,~~ the ~~Company’s~~parent ~~management has determined that the Public Shares include certain provisions that require classification~~ of ~~the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company~~Colicity’s ~~initial business combination~~ sponsor.

Therefore, on November 26, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s previously issued (i) audited balance sheet as of February 26, 2021, included in exhibit 99.1 to our Form 8-K filed with the SEC on March 4, 2021 (the “Form 8-K”), and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021, filed with the SEC on May 18, 2021 and August 12, 2021, respectively (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company plans to restate its financial statements for the Affected Periods in an Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~does~~the ~~not~~requirements ~~expect any~~ of the ~~above changes~~Securities ~~will~~Exchange ~~have~~Act ~~any~~of ~~impact~~1934, onthe ~~its~~registrant ~~cash~~has ~~position~~duly ~~and~~caused ~~cash~~this ~~held~~report into ~~the~~be ~~trust~~signed ~~account~~on ~~established~~its inbehalf ~~connection~~by ~~with~~ the ~~IPO~~undersigned ~~(the~~hereunto ~~“Trust Account”)~~duly authorized.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting related to the lack of ability to account for complex financial instruments and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

	COLICITY INC.

	By:	/s/ Steve Ednie
	Name:	Steve Ednie
	Title:	Chief Financial Officer
Date: July 1, 2022

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm,. Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

SIGNATURES

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.

	COLICITY INC.
	By:	/s/ Steve Ednie
	Name:	Steve Ednie
	Title:	Chief Financial Officer
Date: November 30, 2021

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