COLIU / Colicity Inc - Units (1 Ord Share Class A & 1/5 War) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Colicity, Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - COLICITY INC. Passive Investment

SC 13G/A 1 p23-0675sc13ga.htm COLICITY INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Colicity Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 194170106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40095 COLICITY INC. (Exact name of registrant as specified in its chart

Amended Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 20, 2022, is made by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?), and amends that certain Investment Management Trust C

Certificate of Amendment of Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COLICITY INC. Colicity Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Colicity Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 22, 2022 (December 20, 2022) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Other Events

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 28, 2022 (November 28, 2022) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation)

Other Events

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 15, 2022 (November 15, 2022) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 2022 (August 10, 2022) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICITY IN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 1, 2022 (June 30, 2022) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICITY I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40095 COLICITY INC. (Exact name of

Colicity, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) COLICITY INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 194170106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLI

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 30, 2021 (November 26, 2021) COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICITY IN

SEC FILE NUMBER

NT 10-Q 1 ea141192-nt10qcolicityinc.htm NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40095 CUSIP NUMBER 194170205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40095 COLICITY I

Colicity Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about April 16, 2021

Exhibit 99.1 Colicity Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about April 16, 2021 April 16, 2021 ? Colicity Inc. (the ?Company?) announced that holders of the units sold in the Company?s initial public offering of 34,500,000 units, including the underwriters? exercise of their full over-allotment option for 4,500,000 units, completed on Febru

Financial Statements and Exhibits, Other Events

8-K 1 ea139479-8kcolicityinc.htm CURRENT REPORT 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): April 16, 2021 COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other juris

Colicity Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Colicity Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 194170205** (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Colicity Inc.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Colicity Inc. Opinion on the Financial Statement We have audit

Financial Statements and Exhibits, Other Events

8-K 1 ea137009-8kcolicity.htm CURRENT REPORT 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): February 26, 2021 COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COLICITY INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 194170205**

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COLICITY INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 194170205** (CUSIP Number) FEBRUARY 24, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

Letter Agreement, dated February 23, 2021, by and among the Company, its executive officers, its directors and X-icity Holdings Corporation.

Exhibit 10.1 February 23, 2021 Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Colicity Inc., a Delaware corporation (the ?Company?), and Goldman Sachs & Co. LLC and PJT Partners

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 Amended AND RESTATED CERTIFICATE OF INCORPORATION OF COLICITY INC. February 23, 2021 Colicity Inc.., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Colicity Inc.? The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on

Colicity Inc. Announces Closing of $345 Million Initial Public Offering

Exhibit 99.2 Colicity Inc. Announces Closing of $345 Million Initial Public Offering New York, NY ? February 26, 2021 ? Colicity Inc. (the ?Company?) announced the closing today of its initial public offering of 34,500,000 units, including the underwriters? exercise of their full over-allotment option for 4,500,000 units, at a price of $10.00 per unit. The units are listed on the NASDAQ Stock Mark

Private Placement Warrants Purchase Agreement, dated February 23, 2021, by and among the Company and X-icity Holdings Corporation (1).

EX-10.4 8 ea136557ex10-4colicityinc.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED FEBRUARY 23, 2021, BY AND BETWEEN THE COMPANY AND X-ICITY HOLDINGS CORPORATION Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, t

Colicity Inc. Announces Pricing of Upsized $300 Million Initial Public Offering

EX-99.1 10 ea136557ex99-1colicityinc.htm PRESS RELEASE, DATED FEBRUARY 23, 2021 Exhibit 99.1 Colicity Inc. Announces Pricing of Upsized $300 Million Initial Public Offering February 23, 2021 NEW YORK-(BUSINESS WIRE)-Colicity Inc. (the “Company”) announced the pricing today of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Stock

Underwriting Agreement, dated February 23, 2021, by and among the Company and Goldman Sachs & Co. LLC and PJT Partners LP, as representatives of the underwriters.

Exhibit 1.1 30,000,000 Units Colicity Inc. UNDERWRITING AGREEMENT February 23, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 PJT Partners LP 280 Park Avenue New York, New York 10017 As Representatives of the several Underwriters Ladies and Gentlemen: Colicity Inc., a corporation organized under the laws of Delaware (the ?Company?), proposes, subject to the terms and conditi

Administrative Services Agreement, dated February 23, 2021, by and between the Company and X-icity Holdings Corporation.

Exhibit 10.5 COLICITY INC. 2300 Carillon Point Kirkland, WA 98033 February 23, 2021 X-icity Holdings Corporation 2300 Carillon Point Kirkland, WA 98033 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Colicity Inc. (the ?Company?) and X-icity Holdings Corporation (the ?Sponsor?), dated as of the date hereof, will confirm our agreemen

Warrant Agreement, dated February 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 23, 2021, is by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an in

Investment Management Trust Agreement, dated February 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 23, 2021, by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-252811 (the ?R

Registration Rights Agreement, dated February 23, 2021, by and among the Company, X-icity Holdings Corporation and the other holders party thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 23, 2021, is made and entered into by and among Colicity Inc., a Delaware corporation (the ?Company?), X-icity Holdings Corporation, a Washington corporation (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? (each such party, together

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): February 23, 2021 COLICITY INC. (Exact name of registrant as specified in its charter) Delaware 001-40095 85-3526440 (State or other jurisdiction of incorporation) (Commission File Nu

Colicity Inc. 30,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252811 and 333-253426 Colicity Inc. $300,000,000 30,000,000 Units Colicity Inc. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combin

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 23, 2021. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3526440 (State or other jurisdiction of incorporation or organization) (Primary Stand

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Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 February 22, 2021 VIA EDGAR Thomas Jones Office of Manufacturing U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Colicity Inc. Registration Statement on Form S-1 Filed February 5, 2021, as amended File No. 333-252811 Dear Mr. Jones: Pursuant to Rule 461 of the rules and regula

- AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on February 22, 2021. Registration No. 333-252811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3526440 (State or other jurisdiction of incorporation o

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Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 PJT Partners LP 280 Park Avenue New York, NY 10017 February 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Colicity Inc. Registration Statement on Form S-1 Registration File No. 333-252811 Ladies and Gentleme

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February [], 2021, is by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an in

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Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 February 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Re: Colicity Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 18, 2021 File No. 333-2528111 Dear Sir/Madam: This letter is submitted on behalf of Colicity Inc. (the “Company”) in response t

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 85-3526440 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 230

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Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 February 18, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Re: Colicity Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 12, 2021 File No. 333-2528111 Dear Sir/Madam: This letter is submitted on behalf of Colicity Inc. (the “Company”) in response t

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February [], 2021, is by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an in

- AMENDMENT NO 2 TO FORM S-1

As filed with the Securities and Exchange Commission on February 18, 2021. Registration No. 333-252811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3526440 (State or other jurisdiction of incorporation or

Form of Registration Rights Agreement among the Registrant, X-icity Holdings Corporation and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February [], 2021, is made and entered into by and among Colicity Inc., a Delaware corporation (the ?Company?), X-icity Holdings Corporation, a Washington corporation (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holders? (each such party, together

Specimen Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COLICITY INC. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of war

Certificate of Incorporation Amendment No. 1.

Exhibit 3.2 AMENDMENT NO. 1 TO CERTIFICATE OF INCORPORATION OF COLICITY INC. February 8, 2021 Colicity Inc.., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Colicity Inc.? The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on Oc

Consent of Dennis Weibling.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Colicity Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Colicity Inc. in the Reg

By Laws.

Exhibit 3.4 BYLAWS OF Colicity Inc. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Section

Consent of Wayne Perry.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Colicity Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Colicity Inc. in the Reg

Consent of Cathleen A. Massey.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Colicity Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Colicity Inc. in the Reg

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 12, 2021. Registration No. 333-252811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3526440 (State or other jurisdiction of incorporation or

Form of Code of Ethics.

Exhibit 14 COLICITY INC. CODE OF ETHICS Effective February [], 2021 I. Introduction The Board of Directors (the ?Board?) of Colicity Inc. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) (each a ?person,? as used herein) of

Specimen Class A Common Stock Certificate.

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] COLICITY INC. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Colicity Inc., a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by duly authorized attorney upo

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 Amended AND RESTATED CERTIFICATE OF INCORPORATION OF COLICITY INC. February , 2021 Colicity Inc.., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Colicity Inc.? The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on O

Form of Administrative Services Agreement between the Registrant and Pendrell.

Exhibit 10.8 COLICITY INC. 2300 Carillon Point Kirkland, WA 98033 February [], 2021 X-icity Holdings Corporation 2300 Carillon Point Kirkland, WA 98033 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Colicity Inc. (the ?Company?) and X-icity Holdings Corporation (the ?Sponsor?), dated as of the date hereof, will confirm our agreemen

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February [], 2021, is by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an in

Promissory Note issued to X-icity Holdings Corporation.

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Compensation Committee Charter.

Exhibit 99.2 COLICITY INC. COMPENSATION COMMITTEE CHARTER Effective February [], 2021 I. Purposes The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Colicity Inc. (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensation of the Company?

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF COLICITY INC. October 19, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Colicity Inc. (the ?Corporation?). ARTICLE II PURPOSE The pu

Form of Letter Agreement among the Registrant, X-icity Holdings Corporation and each of the executive officers and directors of the Registrant.

Exhibit 10.1 February [], 2021 Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Colicity Inc., a Delaware corporation (the ?Company?), and Goldman Sachs & Co. LLC and PJT Partners

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] COLICITY INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common stock, par value $0.0001 per s

Form of Underwriting Agreement.

Exhibit 1.1 27,500,000 Units Colicity Inc. UNDERWRITING AGREEMENT February , 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 PJT Partners LP 280 Park Avenue New York, New York 10017 As Representatives of the several Underwriters Ladies and Gentlemen: Colicity Inc., a corporation organized under the laws of Delaware (the ?Company?), proposes, subject to the terms and condition

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021 by and between Colicity Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-252811 (the ?Registratio

Form of Private Placement Warrants Purchase Agreement between the Registrant and X-icity Holdings Corporation.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Colicity Inc., a Delaware corporation (the ?Company?), and X-icity Holdings Corporation, a Washington corporation (the ?Purc

Form of Audit Committee Charter.

Exhibit 99.1 COLICITY INC. AUDIT COMMITTEE CHARTER Effective February [], 2021 I. Purposes The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Colicity Inc. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and regulatory requirements. To assist th

Securities Subscription Agreement between the Registrant and X-icity Holdings Corporation.

Exhibit 10.7 Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 October 20, 2020 Pendrell Holicity Holding Corporation 2300 Carillon Point Kirkland, WA 98033 RE: Securities Subscription Agreement Ladies and Gentlemen: Colicity Inc., a Delaware corporation (the ?Company?, ?we? or ?us?), is pleased to accept the offer made by Pendrell Holicity Holding Corporation, a Delaware corporation (?Subscrib

Form of Indemnity Agreement.

Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of February [], 2021, by and between Colicity, Inc., a Delaware corporation, (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protect

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 5, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colicity Inc. (Exact name of registrant as specified in its charter) Delaware 6770 85-3526440 (State or other jurisdiction of incorporation or organization) (Primary S

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Colicity Inc. 2300 Carillon Point Kirkland, WA 98033 February 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Re: Colicity Inc. Draft Registration Statement on Form S-1 Submitted October 28, 2020 CIK No. 0001829615 Dear Sir/Madam: This letter is submitted on behalf of Colicity Inc. (the “Company”) in response to the comment

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Confidentially submitted to the Securities and Exchange Commission on October 28, 2020.