Current Report Filing (8-k)

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): January 9, 2023

STARRY GROUP HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware	001-41336	87-4759355
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

38 Chauncy Street, Suite 200 Boston, MA		02111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 861-8300

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

None

None

None

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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on August 8, 2022, Starry Group Holdings, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with CF Principal Investments LLC (“CFPI”), an entity affiliated with Cantor Fitzgerald & Co., pursuant to which the Company had the right from time to time, at its option, to sell to CFPI up to the lesser of (i) $100 million in aggregate gross purchase price of newly issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) the Exchange Cap (as defined in the Purchase Agreement), subject to certain conditions and limitations set forth in the Purchase Agreement. In accordance with the Purchase Agreement, the Company registered 33,000,000 shares of Class A Common Stock under Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), which was declared effective on September 16, 2022 (File No. 333-267057), as amended by Amendment No. 1 on Form S-1 filed on September 6, 2022 (the “Registration Statement”), and subject to the limitations thereof.

As previously disclosed, on December 30, 2022, the New York Stock Exchange filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Class A Common Stock and warrants to purchase shares of Class A Common Stock, which became effective on January 9, 2023. In connection with the delisting, the Purchase Agreement automatically terminated pursuant to Section 8.1(iii) of the Purchase Agreement. Prior to termination, no sales had been made under the Purchase Agreement. As a result of the termination of the Purchase Agreement, the Company will not offer or sell any additional shares under the Purchase Agreement.

As a result of the termination, the Purchase Agreement is of no further force and effect, with the exception of (i) the provisions in Article IX (Indemnification), Article X (Miscellaneous and Article VIII (Termination), which shall remain in full force and effect indefinitely notwithstanding such termination and (ii) to the extent CFPI owns any shares of Class A Common Stock purchased pursuant to the Purchase Agreement, the covenants and agreements of the Company contained in Article V (Representations, Warranties and Covenants of the Company) and Article VI (Additional Covenants), each of which shall remain in full force for a period of 30 days following termination of the Purchase Agreement in accordance with their respective terms.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.34 to the Registration Statement, filed with the SEC on August 25, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.