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 which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
** (See Item 2(e))
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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2 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
1,370,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE
POWER
1,370,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,370,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.0% |
12 |
TYPE OF REPORTING PERSON
OO
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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3 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
ICS Opportunities II LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
5,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
5,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
OO
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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4 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
450,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
450,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
450,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.3% |
12 |
TYPE OF REPORTING PERSON
CO
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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5 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
455,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
455,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
455,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
1.3% |
12 |
TYPE OF REPORTING PERSON
PN |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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6 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
1,825,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,825,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,825,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.3% |
12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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7 |
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of |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
1,825,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,825,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,825,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.3% |
12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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8 |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
1,825,000 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,825,000 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,825,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.3% |
12 |
TYPE OF REPORTING
PERSON
IN |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
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Item 1. |
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(a) |
Name of
Issuer: |
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Colicity Inc., a Delaware corporation (the "Issuer").
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(b) |
Address of Issuers Principal
Executive Offices: |
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2300 Carillon Point Kirkland, Washington 98033
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Item 2. |
(a) |
Name of Person
Filing: |
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(b) |
Address of Principal Business
Office: |
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(c) |
Citizenship: |
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Integrated Core Strategies (US) LLC c/o Millennium Management LLC 399 Park Avenue New York, New York
10022 Citizenship: Delaware |
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ICS Opportunities II LLC c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands |
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ICS Opportunities, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York
10022 Citizenship: Cayman Islands |
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Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Delaware |
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Millennium Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: Delaware |
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Millennium Group Management LLC
399 Park Avenue New York, New York 10022 Citizenship:
Delaware |
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Israel A. Englander c/o
Millennium Management LLC 399 Park Avenue New York, New York
10022 Citizenship: United States |
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(d) |
Title of Class of
Securities: |
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Class A common stock, par value $0.0001 per share ("Class A Common Stock") |
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(e) |
CUSIP Number: |
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As of the date of this Schedule 13G, a CUSIP number for the Issuers Class A Common Stock is not available. The CUSIP number for the Issuers units is 194170205. |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
Page |
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a) |
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
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(e) |
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
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(g) |
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A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
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(i) |
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
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(j) |
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on March 1, 2021, the reporting persons beneficially owned an aggregate of 1,825,000 shares of the Issuers Class A Common Stock as a result of holding 1,825,000 of the Issuers units. Each unit consists of one share of the Issuers Class A Common Stock and one-fifth of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuers Class A Common Stock. The Issuers warrants will become exercisable on the later of 30 days after the completion of the Issuers initial business combination and 12 months from the closing of the Issuers initial public offering. Specifically, as of the close of business on March 1, 2021: i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,370,000 shares of the Issuers Class A Common Stock as a result of holding 1,370,000 of the Issuers units;
ii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 5,000 shares of the Issuers Class A Common Stock as a result of holding 5,000 of the Issuers units; and
iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 450,000 shares of the Issuers Class A Common Stock as a result of holding 450,000 of the Issuers units, which together with the shares of the Issuers Class A Common Stock beneficially owned by Integrated Core Strategies and ICS Opportunities II represented 1,825,000 shares of the Issuers Class A Common Stock or 5.3% of the Issuers Class A Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II and ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities II and ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities II and ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities II or ICS Opportunities, as the case may be.
(b) Percent of Class:
As of the close of business on March 1, 2021, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,825,000 shares of the Issuers Class A Common Stock or 5.3% of the Issuers Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 34,500,000 shares of the Issuers Class A Common Stock outstanding as of February 26, 2021, as reported in the Issuers Form 8-K filed on March 1, 2021.
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CUSIP
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194170205 |
SCHEDULE 13G |
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
1,825,000 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,825,000 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 1, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
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SIGNATURE |
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 1, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No. |
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194170205 |
SCHEDULE 13G |
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EXHIBIT I |
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JOINT
FILING AGREEMENT |
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Colicity Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 1, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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