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): ~~August~~ 16November 15, 2022 (~~August~~November 1015, 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 58.~~02.~~01 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~August~~November 1015, 2022, ~~Steve~~Colicity Inc. filed a preliminary ~~Ednie~~proxy ~~informed~~statement relating to a special meeting of stockholders to approve an amendment to Colicity Inc.’s ~~(the~~certificate ~~“Company”)~~of ~~that~~incorporation which hewould, isif ~~resigning~~implemented, ~~from~~allow ~~his~~Colicity ~~position~~Inc. asto ~~Chief~~unwind ~~Financial~~and ~~Officer~~redeem all of ~~the~~its ~~Company, effective~~outstanding ~~August~~public 15shares prior to December 30, 2022, in toadvance ~~pursue~~of ~~another~~the ~~business~~contractual ~~opportunity~~termination date of February 26, 2023. ~~Concurrent~~The ~~with~~Colicity ~~his~~Inc. ~~resignation~~board ~~from~~of ~~his~~directors ~~position~~has ~~with~~established ~~the~~November ~~Company~~21, Mr2022 as the record date for the special meeting. ~~Ednie~~Stockholders ~~resigned~~of ~~from~~record ~~his~~of ~~position~~Colicity Inc. as of the ~~Chief~~close ~~Financial Officer~~ of ~~Pendrell~~business ~~Corporation,~~on the ~~parent~~record date will be entitled to notice of ~~Colicity’s~~and ~~sponsor~~to vote at the special meeting.

OnForward-Looking August 15, 2022, the Board of Directors of the Company appointed Joseph J. Viraldo as Chief Financial Officer of Colicity, commencing immediately. Mr. Viraldo will also serve as Colicity’s principal financial and accounting officer.Statements

~~Mr.~~This ~~Viraldo,~~Current ~~age~~Report ~~39,~~on ~~has~~Form an8-K ~~extensive~~includes ~~background~~certain inforward-looking ~~domestic~~statements ~~and~~within ~~international~~the ~~accounting~~meaning ~~and~~of ~~tax~~the ~~matters~~Private Securities Litigation Reform Act of 1995, ~~and~~including statements ~~currently~~relating ~~serves~~to asthe ~~Director~~proposed early unwind of ~~Tax~~Colicity ~~for~~Inc. ~~Pendrell~~These forward-looking statements involve many risks and uncertainties ~~Corporation~~that ~~where~~could hecause ~~has~~actual ~~worked~~results ~~since~~to ~~2012.~~differ ~~Mr.~~materially ~~Viraldo~~from ~~began~~those ~~his~~expressed ~~professional~~or ~~career~~implied atby ~~Deloitte~~such ~~Tax~~statements, ~~LLP~~including, inwithout limitation, the ~~Lead~~receipt ~~Tax~~of ~~Services~~the ~~group~~requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as Heof ~~holds~~the ~~M.S.~~date of Current Report on Form 8-K, and BColicity Inc.A. ~~degrees~~expressly indisclaims ~~Accounting~~any ~~from~~obligation ~~Michigan~~or ~~State~~undertaking ~~University~~to ~~and~~disseminate isany aupdates or ~~licensed~~revisions ~~Certified~~to ~~Public~~any ~~Accountant~~forward-looking statement contained herein to reflect any change in ~~the~~its ~~State~~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 ~~Washington~~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.

AsAdditional ~~an employee of Pendrell Corporation, Mr. Viraldo’s compensation is included in the $10,000 per month administrative services fee the Company pays to an affiliate of the Company’s sponsor.~~Information

~~SIGNATURES~~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).

~~Pursuant~~Participants toin ~~the~~a ~~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.~~Solicitation

	COLICITY INC.
	By:	/s/ Craig O. McCaw
	Name:	Craig O. McCaw
	Title:	Chief Executive Officer and President (Principal Executive Officer)
Date: August 16, 2022

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.

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/ Craig O. McCaw
	Name:	Craig O. McCaw
	Title:	Chief Executive Officer and President (Principal Executive Officer)
Date: November 15, 2022

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