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 1825, 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 21.0502 ~~Costs~~Termination ~~Associated~~of ~~with~~a ~~Exit~~Material orDefinitive ~~Disposal Activities~~Agreement.

On January 1825, 2023, Starry ~~Group Holdings~~, Inc. (the “Company”) ~~announced~~or “Starry”), a ~~reduction~~wholly-owned insubsidiary ~~the~~of ~~Company’s~~Starry ~~current~~Group ~~workforce~~Holdings, byInc., ~~approximately~~entered ~~100~~into ~~employees~~a Mutual Termination Agreement with AEP Ventures, ~~representing~~LLC ~~approximately~~(“AEP”) ~~24%~~pursuant ofto which the Company’s ~~total~~and ~~workforce.~~AEP ~~The~~mutually ~~reduction~~agreed into ~~force~~terminate ~~will~~the ~~take~~Amended ~~effect~~and onRestated ~~January~~Strategic 23Alliance Agreement, ~~2023.~~dated ~~The~~September ~~decision~~14, ~~was~~2021, ~~based~~as onamended, ~~cost-reduction~~and ~~initiatives~~related ~~intended~~agreements topreviously ~~reduce~~entered ~~operating~~into ~~expenses~~between ~~and allow~~ the ~~Company~~parties relating to ~~focus~~the onjoint ~~serving~~deployment ~~its~~of ~~existing~~Starry’s ~~core~~internet ~~markets~~service ~~and~~in ~~customers~~Columbus, Ohio.

~~The~~Pursuant ~~Company~~to ~~currently~~the ~~estimates~~terms ~~that~~of itthe Mutual Termination Agreement, AEP will ~~incur~~be ~~one-time~~responsible ~~cash~~for ~~charges~~the termination of ~~approximately~~leases ~~$0.8~~for ~~million~~vertical inasset ~~connection~~sites ~~with~~and ~~the~~fiber ~~reduction~~licenses, inand ~~force,~~Starry ~~primarily~~will ~~consisting~~be responsible for removal of ~~notice~~certain ~~period~~equipment and ~~severance~~related ~~payments,~~materials ~~employee~~from ~~benefits~~each ~~and~~site ~~related~~covered ~~costs~~by such leases and licenses. ~~The~~Starry ~~Company~~agrees ~~expects~~to ~~that~~indemnify ~~the~~AEP ~~majority~~for any claims or losses arising from Starry’s removal of ~~such~~the ~~charges~~equipment ~~will~~or beits ~~incurred~~failure into remove the ~~first~~equipment ~~quarter~~before ofthe ~~2023,~~relevant ~~and~~termination date. The Mutual Termination Agreement further provides that ~~the~~certain ~~reduction~~equipment inlease ~~force~~agreements will beterminate ~~substantially~~concurrently ~~complete~~with termination of the leases and licenses. Starry is obligated to repurchase certain equipment previously acquired by AEP from Starry and pay to AEP the ~~end~~netted amount of ~~the~~invoices ~~second~~outstanding, ~~quarter~~for an aggregate total payment of ~~2023~~approximately $6.2 ~~The~~million, ~~charges~~which ~~the~~will ~~Company~~be ~~expects~~made toin ~~incur~~equal ~~are~~monthly ~~subject~~installments tobeginning ~~assumptions~~on July 1, 2023 and ~~actual~~will ~~charges~~continue ~~may~~until ~~differ~~the ~~from~~total ~~the~~amount ~~estimate~~is ~~disclosed~~paid, ~~above~~on or before July 1, 2025.

InThe ~~aggregate,~~foregoing ~~over~~description ~~the~~of ~~next twelve months,~~ the ~~reduction~~Mutual inTermination ~~force~~Agreement isdoes ~~expected~~not purport to ~~result~~be incomplete ~~approximately~~and ~~$12.0~~is ~~million~~subject ~~in cash operating expense savings related~~ to, ~~foregone salaries~~ and ~~benefits.~~qualified ~~The Company also anticipates approximately $5.3 million~~ in ~~non-cash~~its ~~savings~~entirety ~~related~~by, ~~to share-based compensation expense that will no longer be recognized due to~~ the ~~cancellation~~full oftext ~~previously granted, unvested equity awards. Approximately $0.5 million~~ of such ~~non-cash~~agreement. ~~savings~~The ~~had~~Company ~~previously~~expects ~~been~~to ~~recognized~~file asa ~~share-based~~copy ~~compensation expense and will be reversed in the first quarter~~ of ~~2023. In~~ the ~~future,~~Mutual ~~there~~Termination ~~may~~Agreement ~~also~~as bean ~~incremental~~exhibit ~~one-time~~to ~~charges~~a ~~associated~~future ~~with the Company’s non-work force related cost savings actions~~filing.

~~Forward-Looking~~Item ~~Statements~~7.01 Regulation FD Disclosure.

~~This~~On ~~Current~~January 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 include31, ~~but are not limited to~~2023, ~~express~~the orCompany ~~implied~~issued ~~forward-looking~~a ~~statements~~press ~~relating~~release ~~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~~termination. ~~These~~A ~~statements~~copy ~~are neither promises nor guarantees, but are subject to a variety~~ of ~~risks~~that ~~and~~press ~~uncertainties,~~release ~~many~~is offurnished 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 ofExhibit ~~the date hereof~~99.1 ~~Factors that could cause actual results~~ to ~~differ~~this ~~materially~~Current 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 108-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.

ExhibitNumber		Description
99.1		Press Release dated January 31, 2023*
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: January 18, 2023	By:	/s/ Chaitanya Kanojia
Date: January 31, 2023	By:	/s/ Chaitanya Kanojia
		Name: Chaitanya Kanojia
		Title: Chief Executive Officer

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