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 918, 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 12.0205 ~~Termination~~Costs ofAssociated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

AsOn ~~previously~~January ~~disclosed~~18, ~~on August 8~~2023, ~~2022,~~ Starry Group Holdings, Inc. (the “Company”) ~~entered~~announced ~~into~~ a ~~Common~~reduction ~~Stock~~in ~~Purchase Agreement (~~the ~~“Purchase Agreement”) with CF Principal Investments LLC (“CFPI”), an entity affiliated with Cantor Fitzgerald & Co., pursuant to which the~~ Company’s ~~had~~current ~~the~~workforce ~~right~~by ~~from~~approximately ~~time~~100 ~~to time~~employees, atrepresenting ~~its~~approximately ~~option,~~24% ~~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~~total ~~A Common Stock, par value $0~~workforce.~~0001~~ ~~per~~The ~~share~~reduction ~~(the~~in ~~“Class~~force Awill ~~Common~~take ~~Stock”)~~effect ~~and~~on ~~(ii)~~January ~~the Exchange Cap (as defined in the Purchase Agreement)~~23, ~~subject to certain conditions and limitations set forth in the Purchase Agreement~~2023. InThe ~~accordance~~decision ~~with~~was ~~the~~based ~~Purchase~~on ~~Agreement,~~cost-reduction ~~the~~initiatives ~~Company~~intended ~~registered~~to ~~33,000,000~~reduce ~~shares~~operating ofexpenses ~~Class A Common Stock under Registration Statement on Form S-1 with the Securities~~ and ~~Exchange~~allow ~~Commission (~~the ~~“SEC”),~~Company ~~which~~to ~~was~~focus ~~declared effective~~ on ~~September~~serving ~~16,~~its ~~2022~~existing ~~(File~~core ~~No.~~markets ~~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~~customers.

AsThe ~~previously~~Company ~~disclosed,~~currently onestimates ~~December~~that ~~30,~~it ~~2022,~~will ~~the~~incur ~~New~~one-time ~~York~~cash ~~Stock~~charges ~~Exchange filed a notification~~ of ~~removal~~approximately ~~from~~$0.8 ~~listing~~million onin ~~Form~~connection 25 with the ~~SEC~~reduction ~~with~~in ~~respect~~force, toprimarily ~~the~~consisting ~~delisting~~ of ~~the~~notice ~~Class~~period ~~A Common Stock~~ and ~~warrants~~severance ~~to purchase shares of Class A Common Stock~~payments, ~~which~~employee ~~became~~benefits ~~effective~~and onrelated ~~January 9, 2023~~costs. InThe ~~connection~~Company ~~with~~expects ~~the~~that ~~delisting,~~ the ~~Purchase~~majority ~~Agreement~~of ~~automatically~~such ~~terminated~~charges ~~pursuant~~will tobe ~~Section~~incurred ~~8.1(iii)~~in of the ~~Purchase~~first ~~Agreement.~~quarter ~~Prior~~of ~~to termination~~2023, noand ~~sales~~that ~~had~~the ~~been~~reduction ~~made~~in ~~under~~force ~~the~~will ~~Purchase~~be ~~Agreement.~~substantially Ascomplete aby ~~result~~the end of the ~~termination~~second quarter of ~~the~~2023. ~~Purchase~~The ~~Agreement,~~charges the Company ~~will~~expects ~~not~~to ~~offer~~incur orare ~~sell~~subject ~~any~~to ~~additional~~assumptions, ~~shares~~and ~~under~~actual charges may differ from the ~~Purchase~~estimate ~~Agreement~~disclosed above.

AsIn aaggregate, ~~result~~over of the ~~termination~~next twelve months, the ~~Purchase~~reduction ~~Agreement~~in ~~is of no further~~ force ~~and~~is ~~effect,~~expected ~~with~~to ~~the~~result ~~exception~~in ofapproximately ~~(i)~~$12.0 ~~the~~million ~~provisions~~ in ~~Article~~cash IXoperating ~~(Indemnification),~~expense ~~Article~~savings Xrelated ~~(Miscellaneous~~to ~~and~~foregone ~~Article~~salaries ~~VIII~~and ~~(Termination),~~benefits. ~~which~~The ~~shall~~Company ~~remain~~also inanticipates ~~full~~approximately ~~force~~$5.3 ~~and~~million ~~effect~~in ~~indefinitely~~non-cash ~~notwithstanding~~savings ~~such~~related ~~termination and (ii)~~ to ~~the~~share-based ~~extent~~compensation ~~CFPI~~expense ~~owns~~that ~~any~~will ~~shares~~no oflonger ~~Class~~be Arecognized ~~Common~~due ~~Stock purchased pursuant~~ to the ~~Purchase~~cancellation ~~Agreement~~of previously granted, ~~the~~unvested ~~covenants~~equity ~~and~~awards. ~~agreements~~Approximately of$0.5 ~~the~~million ~~Company~~of ~~contained~~such innon-cash ~~Article~~savings Vhad ~~(Representations,~~previously ~~Warranties~~been ~~and~~recognized ~~Covenants~~as ofshare-based ~~the~~compensation ~~Company)~~expense and ~~Article~~will VIbe ~~(Additional~~reversed ~~Covenants),~~in ~~each~~the offirst ~~which~~quarter ~~shall~~of ~~remain~~2023. inIn ~~full~~the ~~force~~future, ~~for~~there amay ~~period~~also ofbe 30incremental ~~days~~one-time ~~following~~charges ~~termination~~associated ofwith the ~~Purchase~~Company’s ~~Agreement~~non-work inforce ~~accordance~~related ~~with~~cost ~~their~~savings ~~respective terms~~actions.

~~The~~Forward-Looking 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.Statements

This Current Report on Form 8-K includes statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to our expectations regarding our plans, objectives and expectations relating to our reduction in force, including timing, potential cost savings and expected impacts to our financial results and operations, our strategy, competitive position and opportunities in the marketplace, and our anticipated business and financial performance. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include our limited remaining available cash, our ability to remain in compliance with and not in default under our credit facility, our potential inability to timely procure additional financing or other strategic option on favorable terms, or at all, our potential inability to realize the expected benefits of the announced reduction in workforce and other cost-cutting measures and the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

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.

	Starry Group Holdings, Inc.
Date: January 13, 2023	By:	/s/ Chaitanya Kanojia
Date: January 18, 2023	By:	/s/ Chaitanya Kanojia
		Name: Chaitanya Kanojia
		Title: Chief Executive Officer

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