(1) All securities being registered are issued by Starry Group Holdings, Inc., a Delaware corporation (“New Starry”), in connection with the proposed business combination (the “Business Combination”) among New Starry, FirstMark Horizon Acquisition Corp., a Delaware corporation (“FirstMark”), Starry, Inc., a Delaware corporation (“Starry”), and Sirius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Starry, as described in New Starry’s Registration Statement on Form S-4 (File No. 333-260847) (the “Registration Statement”).
(2) Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of New Starry (“New Starry Class A Common Stock”) estimated to be issued or issuable, or reserved for issuance pursuant to options to purchase New Starry Class A Common Stock (“New Starry Options”) or restricted stock units of New Starry (“New Starry RSUs”), by New Starry in connection with the Business Combination. Such maximum number of shares of New Starry Class A Common Stock is based on the sum of (i) 41,400,000 shares of Class A common stock, par value $0.0001 per share, of FirstMark (“FirstMark Class A Common Stock”) that were sold pursuant to FirstMark’s Registration Statements on Form S-1 (File No. 333-248916 and 333-249329) as part of the units in FirstMark’s initial public offering, which will, pursuant to the SPAC Merger (as defined in the Registration Statement), be canceled and converted into shares of New Starry Class A Common Stock at the applicable exchange ratio calculated pursuant to the Merger Agreement (as defined in the Registration Statement), (ii) 10,350,000 shares of Class B common stock, par value $0.0001 per share, of FirstMark, which will be exchanged for shares of FirstMark Class A Common Stock at the applicable exchange ratio calculated pursuant to the Sponsor Support Agreement (as defined in the Registration Statement), and which such shares of FirstMark Class A Common Stock will, pursuant to the SPAC Merger, then be canceled and converted into shares of New Starry Class A Common Stock at the applicable exchange ratio calculated pursuant to the Merger Agreement, (iii) 200,894,082 shares of common stock, par value $0.001 per share, of Starry (“Starry Common Stock”), and 497,770,570 shares of preferred stock, par value $0.001 per share, of Starry, and of which each share will, pursuant to the Acquisition Merger (as defined in the Registration Statement), be canceled and converted into shares of New Starry Class A Common Stock equal to the applicable exchange ratio calculated pursuant to the Merger Agreement, (iv) 2,100,000 shares of Series Z Preferred Stock, par value $0.001 per share, of Starry, which will be canceled and converted, on a one-for-one basis, into shares of New Starry Class A Common Stock pursuant to the Acquisition Merger, (v) warrants to purchase 47,557,890 shares of Starry Common Stock, which will, pursuant to the Acquisition Merger, be exercised in exchange for shares of Starry Common Stock prior to the Acquisition Merger, and which such shares of Starry Common Stock will then be canceled and converted into shares of New Starry Class A Common Stock at the applicable exchange ratio calculated pursuant to the Merger Agreement, (vi) 45,914,213 shares of Starry Common Stock issuable upon the exercise of options to purchase shares of Starry Common Stock, such options which will, pursuant to the Acquisition Merger, be converted into New Starry Options, each such New Starry Option exercisable for a number of shares of New Starry Class A Common Stock equal to the applicable exchange ratio, calculated pursuant to the Merger Agreement and (vii) 4,449,250 shares of Starry Common Stock subject to issuance upon the settlement of restricted stock units of Starry, which will, pursuant to the Acquisition Merger, be converted into New Starry RSUs, each such New Starry RSU representing the right to receive a number of shares of New Starry Class A Common Stock equal to the applicable exchange ratio, calculated pursuant to the Merger Agreement.
(3) Based on the maximum number of shares of Class X common stock, par value $0.0001 per share, of New Starry, estimated to be issued by New Starry in connection with the Business Combination.
(4) Such number of warrants of New Starry (“New Starry Warrants”) is based on (i) 13,800,000 warrants to purchase shares of FirstMark Class A Common Stock that were sold pursuant to FirstMark’s Registration Statements on Form S-1 (File No. 333-248916 and 333-249329) as part of the units in FirstMark’s initial public offering and (ii) 6,853,333 warrants to purchase shares of FirstMark Class A Common Stock that were sold to the Sponsor (as defined in the Registration Statement). Pursuant to the SPAC Merger, each such warrant to purchase shares of FirstMark Class A Common Stock will be assumed by New Starry on the terms and subject to the conditions of the Warrant Assumption Agreement (as defined in the Registration Statement).
