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~~December 9, 2022

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
Class A common stock, par value $0.0001 per share	STRY	The New York Stock Exchange
Warrants to purchase 1.2415 shares of Class A common stock, each at an exercise price of $9.13 per 1.2415 shares of Class A common stock	STRY WS	The New York Stock Exchange

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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~November~~December 914, 2022, ~~Komal~~the ~~Misra~~New ~~informed~~York ~~Starry~~Stock ~~Group~~Exchange ~~Holdings, Inc.~~ (the “~~Company~~NYSE”) ofnotified ~~her~~the ~~voluntary~~Company, ~~resignation~~and ~~from~~publicly ~~her~~announced, ~~position~~that asthe ~~Executive~~NYSE ~~Vice~~determined ~~President~~to ~~and~~commence ~~Chief~~proceedings ~~Financial~~to ~~Officer~~delist of the Company’s ~~effective~~Class ~~November~~A ~~15,~~Common ~~2022.~~Stock ~~Ms.~~(the ~~Misra~~“Class ~~resigned~~A Common Stock”) and warrants to ~~pursue~~purchase ~~other~~shares ~~business~~of ~~opportunities~~Class ~~and~~A ~~her~~Common ~~resignation~~Stock is(the ~~not~~“Warrants”) ~~related~~from tothe ~~any~~NYSE ~~disagreement~~and ~~with~~that trading in the ~~Company~~Class onA ~~any~~Common ~~matter~~Stock ~~relating~~and toWarrants ~~the~~would ~~Company’s~~be ~~operations~~suspended immediately, ~~policies~~due orto ~~practices,~~trading ~~including~~price ~~accounting~~levels ~~principles~~pursuant ~~and~~to ~~practices~~Section 802.01D Inof ~~connection~~the ~~with~~NYSE ~~her~~Listed ~~resignation,~~Company ~~Ms.~~Manual ~~Misra~~(“Section ~~and~~802.01D”). ~~the~~The Company ~~entered~~has ~~into~~ a ~~Resignation~~right ~~Agreement~~to ~~and~~an ~~General~~appeal ~~Release~~of ~~pursuant~~this todetermination ~~which,~~by ~~among~~the ~~other things~~NYSE, ~~Ms.~~provided ~~Misra~~that ~~agreed~~the toCompany files a ~~release~~written ofrequest ~~any~~for ~~and~~such ~~all~~review ~~claims~~within ~~against~~seven calendar days after receiving the notice. The Company,’s ~~its~~Board ~~affiliates~~of ~~and~~Directors ~~related~~is ~~parties~~currently ~~which~~considering ~~relate~~whether to ~~Ms.~~appeal ~~Misra~~the NYSE’s ~~employment~~determination ~~with~~to ~~the~~commence ~~Company~~delisting proceedings. InTo ~~exchange~~effect the delisting, ~~Ms.~~the ~~Misra~~NYSE will beapply ~~entitled~~ to athe ~~payment~~Securities ~~equal~~and Exchange Commission (the “SEC”) to ~~two~~delist ~~weeks~~the Class A Common Stock and Warrants pending completion of ~~salary~~applicable procedures.

~~Effective~~In ~~November~~addition, 15on December 9, 2022, the ~~Board~~NYSE ofnotified ~~Directors of~~ the Company ~~has~~that ~~appointed~~it ~~Michael~~is ~~Pasciak,~~not in compliance with the ~~Company’s~~continued ~~Vice~~listing ~~President,~~standard ~~Finance~~set ~~and~~forth ~~Corporate~~in ~~Controller,~~Section as802.01B ~~interim~~of ~~Principal~~the ~~Financial~~NYSE ~~Officer~~Listed inCompany ~~addition~~Manual to(“Section ~~his~~802.01B”) ~~current~~because ~~roles~~its ataverage ~~the~~global ~~Company.~~market ~~Mr.~~capitalization ~~Pasciak~~over ~~will~~a ~~not~~consecutive ~~receive~~30 ~~any~~trading-day ~~additional~~period ~~compensation~~was ~~for~~less ~~assuming~~than $50 million and, at the ~~duties~~same oftime, ~~interim~~its ~~Principal~~last ~~Financial~~reported ~~Officer~~stockholders’ equity was less than $50 million.

~~Mr.~~Under ~~Pasciak,~~the ~~age~~NYSE’s 54rules, the Company has ~~served~~45 asdays from the ~~Company’s~~receipt ~~Vice~~of ~~President,~~the ~~Finance~~Section ~~and~~802.01B ~~Corporate~~notice ~~Controller~~to ~~since~~submit ~~October~~a ~~2019.~~plan ~~Prior~~advising tothe ~~that~~NYSE of definitive action the Company has taken, ~~Mr.~~or ~~Pasciak~~is ~~served~~taking, aswhich would bring the ~~Chief~~Company ~~Financial~~into ~~Officer~~compliance with the minimum global market capitalization listing standard within 18 months of ~~Xpress~~receipt ~~Natural~~of ~~Gas,~~the anotice (the “~~virtual~~Cure ~~pipeline~~Period”). ~~company~~The ~~providing~~Company’s ~~trucked~~Board ~~natural~~of ~~gas~~Directors tois ~~areas~~currently ~~with~~considering nowhether ~~pipeline~~to ~~access,~~submit ~~from~~such ~~January~~a ~~2019~~plan. toThe ~~September~~NYSE ~~2019~~will ~~and~~review ~~Senior~~the ~~Director~~plan and, ~~Finance~~within 45 days of ~~Brooks~~its ~~Automation~~receipt, adetermine ~~Nasdaq-listed~~whether ~~company~~the ~~providing~~Company ~~automation~~has ~~services~~made toa ~~the~~reasonable ~~life~~demonstration ~~sciences~~of ~~and~~an ~~semiconductor~~ability ~~industries,~~to ~~from~~conform ~~February~~to ~~2015~~the torelevant ~~January~~standards ~~2019~~in the Cure Period.

~~There~~If isthe noNYSE ~~family~~accepts ~~relationship~~a ~~between~~plan ~~Mr.~~submitted ~~Pasciak~~by the Company, and ~~any~~assuming ~~director~~that orthe ~~executive~~Company ~~officer~~is successful in its appeal of the ~~Company.~~NYSE’s ~~There~~decision ~~are~~to nosuspend ~~transactions~~trading ~~between~~in ~~Mr.~~the ~~Pasciak~~Class A Common Stock and ~~the~~Warrants ~~Company~~and ~~that~~initiate ~~would~~delisting beproceedings ~~required~~pursuant to beSection ~~reported~~802.01D ~~under~~and ~~Item~~that ~~404(a)~~the ofCompany ~~Regulation~~is ~~S-K~~in ofcompliance ~~the~~with ~~Securities~~other ~~Exchange~~NYSE ~~Act~~continued oflisting ~~1934~~standards, asthe ~~amended~~Class A Common Stock and Warrants may resume trading on the NYSE.

Item 7.01 Regulation FD Disclosure

On December 15, 2022, the Company issued a press release related to the foregoing. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.*

Forward-Looking 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 ability to successfully appeal the suspension and delisting of the Class A Common Stock and Warrants by the NYSE and any potential plans to cure the NYSE continued listing requirement deficiencies. 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 ability to regain compliance with the continued listing standards of the NYSE, 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 options on favorable terms, or at all, our potential inability to realize the expected benefits of the announced reduction in force 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 SEC. 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
99.1		Press Release, dated December 15, 2022*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The information in Item 7.01 and Exhibit 99.1 of this current report on Form 8-K is intended to be furnished and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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: November 16, 2022	By:	/s/ Chaitanya Kanojia
Date: December 15, 2022	By:	/s/ Chaitanya Kanojia
		Name: Chaitanya Kanojia
		Title: Chief Executive Officer

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