Prospectus Supplement No. 12 | Filed pursuant to Rule 424(b)(3) |
(To Prospectus dated June 15, 2022) | Registration Statement No. 333-264363 |
STARRY GROUP HOLDINGS, INC.
This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2022, as previously supplemented and amended (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-264363), as amended. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2022, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our shares of Class A common stock are listed on The New York Stock Exchange (the “NYSE”) under the symbol “STRY.” On November 15, 2022, the closing sale price of our Class A common stock was $0.272 per share. Our warrants are listed on the NYSE under the symbol “STRY WS.” On November 15, 2022, the closing sale price of our warrants was $0.0193 per warrant.
Investing in shares of our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 9 of the Prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 16, 2022
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 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.) |
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38 Chauncy Street, Suite 200 Boston, MA |
| 02111 |
(Address of Principal Executive Offices) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2022, Komal Misra informed Starry Group Holdings, Inc. (the “Company”) of her voluntary resignation from her position as Executive Vice President and Chief Financial Officer of the Company effective November 15, 2022. Ms. Misra resigned to pursue other business opportunities and her resignation is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting principles and practices. In connection with her resignation, Ms. Misra and the Company entered into a Resignation Agreement and General Release pursuant to which, among other things, Ms. Misra agreed to a release of any and all claims against the Company, its affiliates and related parties which relate to Ms. Misra’s employment with the Company. In exchange, Ms. Misra will be entitled to a payment equal to two weeks of salary.
Effective November 15, 2022, the Board of Directors of the Company has appointed Michael Pasciak, the Company’s Vice President, Finance and Corporate Controller, as interim Principal Financial Officer in addition to his current roles at the Company. Mr. Pasciak will not receive any additional compensation for assuming the duties of interim Principal Financial Officer.
Mr. Pasciak, age 54, has served as the Company’s Vice President, Finance and Corporate Controller since October 2019. Prior to that, Mr. Pasciak served as the Chief Financial Officer of Xpress Natural Gas, a “virtual pipeline” company providing trucked natural gas to areas with no pipeline access, from January 2019 to September 2019 and Senior Director, Finance of Brooks Automation, a Nasdaq-listed company providing automation services to the life sciences and semiconductor industries, from February 2015 to January 2019.
There is no family relationship between Mr. Pasciak and any director or executive officer of the Company. There are no transactions between Mr. Pasciak and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
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.
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| Starry Group Holdings, Inc. | |
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Date: November 16, 2022 |
| By: | /s/ Chaitanya Kanojia |
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| Name: Chaitanya Kanojia |
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| Title: Chief Executive Officer |