Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | STARRY GROUP HOLDINGS, INC. |
Entity Central Index Key | 0001884697 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 99,682 | $ 29,384 | |
Accounts receivable, net | 439 | 380 | |
Deferred costs | 7,049 | ||
Prepaid expenses and other current assets | 10,576 | 7,079 | |
Total current assets | 110,697 | 43,892 | |
Property and equipment, net | 149,485 | 129,019 | |
Intangible assets | 48,463 | 48,463 | |
Restricted cash and other assets | 2,510 | 1,860 | |
Total assets | 311,155 | 223,234 | |
Current liabilities: | |||
Accounts payable | 6,679 | 6,832 | |
Unearned revenue | 2,577 | 1,630 | |
Current portion of debt | 1,861 | 1,504 | |
Accrued expenses and other current liabilities | 23,881 | 23,177 | |
Total current liabilities | 34,998 | 33,143 | |
Debt, net of current portion | 219,669 | 191,596 | |
Earnout liabilities | 9,321 | ||
Warrant liabilities | 8,468 | 14,773 | |
Asset retirement obligations | 2,903 | 2,387 | |
Other liabilities | 19,084 | 12,412 | |
Total liabilities | 294,443 | 254,311 | |
Commitments and contingencies | |||
Redeemable shares (Note 15) | 10,579 | ||
Stockholders' equity (deficit): | |||
Additional paid-in capital | 597,427 | 17,106 | |
Accumulated deficit | (591,311) | (501,371) | |
Total stockholders' equity (deficit) | 6,133 | (31,077) | (25,683) |
Total liabilities, redeemable shares and stockholders' equity (deficit) | 311,155 | 223,234 | |
Starry, Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents | 29,384 | 25,594 | |
Restricted cash | 0 | 110 | |
Accounts receivable, net | 380 | 264 | |
Deferred costs | 7,049 | 0 | |
Prepaid expenses and other current assets | 7,079 | 1,840 | |
Total current assets | 43,892 | 27,808 | |
Property and equipment, net | 129,019 | 86,658 | |
Intangible assets | 48,463 | 48,463 | |
Restricted cash and other assets | 1,860 | 1,361 | |
Total assets | 223,234 | 164,290 | |
Current liabilities: | |||
Accounts payable | 6,832 | 7,457 | |
Unearned revenue | 1,630 | 1,169 | |
Current portion of debt | 1,504 | 29,875 | |
Accrued expenses and other current liabilities | 23,177 | 13,073 | |
Total current liabilities | 33,143 | 51,574 | |
Debt, net of current portion | 191,596 | 133,932 | |
Warrant liabilities | 14,773 | 0 | |
Asset retirement obligations | 2,387 | 1,399 | |
Other liabilities | 12,412 | 3,068 | |
Total liabilities | 254,311 | 189,973 | |
Stockholders' equity (deficit): | |||
Common stock | 14 | 9 | |
Additional paid-in capital | 17,096 | 21,384 | |
Accumulated deficit | (501,371) | (334,826) | |
Total stockholders' equity (deficit) | (31,077) | (25,683) | |
Total liabilities, redeemable shares and stockholders' equity (deficit) | 223,234 | 164,290 | |
Convertible Preferred Stock | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 453,184 | ||
Old Starry Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock | 4 | ||
Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock | 16 | ||
Class X Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock | $ 1 | ||
Seed Series Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 6,990 | 6,990 | |
Series A Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 25,946 | 25,946 | |
Series B Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 29,910 | 29,910 | |
Series C Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 99,989 | 99,989 | |
Series D Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | 124,915 | 124,915 | |
Series E Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Stockholders' equity (deficit): | |||
Convertible preferred stock (Note 5) | $ 165,434 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, Par value | $ 0.0001 | ||
Starry, Inc [Member] | |||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 150,024,203 | 150,024,203 | |
Common Stock, Shares, Issued | 37,178,873 | 36,155,835 | |
Common Stock, Shares, Outstanding | 37,178,873 | 36,155,835 | |
Old Starry Common Stock | |||
Common stock, Par value | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 0 | 150,024,203 | |
Common Stock, Shares, Issued | 0 | 37,178,873 | |
Common Stock, Shares, Outstanding | 0 | 37,178,873 | |
Class A Common Stock | |||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 | |
Common Stock, Shares, Issued | 153,393,876 | 0 | |
Common Stock, Shares, Outstanding | 153,393,876 | 0 | |
Class X Common Stock | |||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Shares, Issued | 9,268,335 | 0 | |
Common Stock, Shares, Outstanding | 9,268,335 | 0 | |
Seed Series Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 9,761,747 | 9,761,747 | |
Preferred stock, shares issued | 9,761,745 | 9,761,745 | |
Preferred stock, shares outstanding | 9,761,745 | 9,761,745 | |
Preferred stock liquidation preference value | $ 7,000 | $ 7,000 | |
Series A Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 16,852,283 | 16,852,283 | |
Preferred stock, shares issued | 16,852,283 | 16,852,283 | |
Preferred stock, shares outstanding | 16,852,283 | 16,852,283 | |
Preferred stock liquidation preference value | $ 26,000 | $ 26,000 | |
Series B Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,207,696 | 10,207,696 | |
Preferred stock, shares issued | 10,207,696 | 10,207,696 | |
Preferred stock, shares outstanding | 10,207,696 | 10,207,696 | |
Preferred stock liquidation preference value | $ 30,000 | $ 30,000 | |
Series C Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 19,965,160 | 19,965,160 | |
Preferred stock, shares issued | 19,965,160 | 19,965,160 | |
Preferred stock, shares outstanding | 19,965,160 | 19,965,160 | |
Preferred stock liquidation preference value | $ 100,000 | $ 100,000 | |
Series D Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 16,090,802 | 16,090,802 | |
Preferred stock, shares issued | 16,090,802 | 16,090,802 | |
Preferred stock, shares outstanding | 16,090,802 | 16,090,802 | |
Preferred stock liquidation preference value | $ 125,000 | $ 125,000 | |
Series E Convertible Preferred Stock [Member] | Starry, Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 19,299,164 | 19,299,164 | |
Preferred stock, shares issued | 18,751,311 | 0 | |
Preferred stock, shares outstanding | 18,751,311 | 0 | |
Preferred stock liquidation preference value | $ 162,784 | $ 162,784 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 7,754 | $ 5,091 | $ 15,124 | $ 9,614 | ||
Cost of revenues | (20,725) | (13,318) | (38,916) | (25,822) | ||
Gross loss | (12,971) | (8,227) | (23,792) | (16,208) | ||
Operating expenses: | ||||||
Selling, general and administrative | (25,128) | (16,028) | (50,218) | (30,238) | ||
Research and development | (7,810) | (6,476) | (16,037) | (12,418) | ||
Total operating expenses | (32,938) | (22,504) | (66,255) | (42,656) | ||
Loss from operations | (45,909) | (30,731) | (90,047) | (58,864) | ||
Other income (expense): | ||||||
Interest expense | (8,038) | (4,926) | (15,568) | (12,581) | ||
Other income (expense), net | 17,640 | (2,897) | 15,675 | (8,155) | ||
Total other income (expense) | 9,602 | (7,823) | 107 | (20,736) | ||
Net loss | $ (36,307) | $ (38,554) | $ (89,940) | $ (79,600) | ||
Net loss per share of common stock, basic and diluted (Note 13) | $ (0.22) | $ (1.06) | $ (0.88) | $ (2.19) | ||
Weighted-average shares outstanding, basic and diluted | 162,423,594 | 36,410,177 | 102,357,494 | 36,325,426 | ||
Starry, Inc [Member] | ||||||
Revenues | $ 22,263 | $ 12,826 | ||||
Cost of revenues | (58,363) | (38,529) | ||||
Gross loss | (36,100) | (25,703) | ||||
Operating expenses: | ||||||
Selling, general and administrative | (67,129) | (55,240) | ||||
Research and development | (26,308) | (22,957) | ||||
Total operating expenses | (93,437) | (78,197) | ||||
Loss from operations | (129,537) | (103,900) | ||||
Other income (expense): | ||||||
Interest expense | (24,739) | (19,382) | ||||
Other income (expense), net | (12,269) | (1,811) | ||||
Total other income (expense) | (37,008) | (21,193) | ||||
Net loss | $ (166,545) | $ (125,093) | ||||
Net loss per share of common stock, basic and diluted (Note 13) | $ (4.55) | $ (3.5) | ||||
Weighted-average shares outstanding, basic and diluted | 36,569,966 | 35,743,961 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Starry Warrants [Member] | Previously reported | Previously reported Starry Warrants [Member] | Common Stock Starry Warrants [Member] | Common Stock Previously reported | Common Stock Previously reported Starry Warrants [Member] | Common Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Additional Paid-in Capital | Additional Paid-in Capital Starry Warrants [Member] | Additional Paid-in Capital Previously reported | Additional Paid-in Capital Previously reported Starry Warrants [Member] | Additional Paid-in Capital Revision of Prior Period, Accounting Standards Update, Adjustment | Additional Paid-in Capital Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Accumulated Deficit | Accumulated Deficit Starry Warrants [Member] | Accumulated Deficit Previously reported | Accumulated Deficit Previously reported Starry Warrants [Member] | Convertible Preferred Stock | Convertible Preferred Stock Previously reported | Convertible Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Convertible Preferred Stock Preferred Stock | Convertible Preferred Stock Preferred Stock Previously reported | Class A Common Stock Common Stock | Class A Common Stock Common Stock Previously reported | Class A Common Stock Common Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Class X Common Stock Common Stock | Seed Series Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] | Seed Series Convertible Preferred Stock [Member] Preferred Stock Previously reported | Seed Series Convertible Preferred Stock [Member] Preferred Stock Previously reported Starry Warrants [Member] | Seed Series Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Seed Series Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Series A Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] | Series A Convertible Preferred Stock [Member] Preferred Stock Previously reported | Series A Convertible Preferred Stock [Member] Preferred Stock Previously reported Starry Warrants [Member] | Series A Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Series A Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Series B Convertible Preferred Stock [Member] Starry Warrants [Member] | Series B Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] | Series B Convertible Preferred Stock [Member] Preferred Stock Previously reported | Series B Convertible Preferred Stock [Member] Preferred Stock Previously reported Starry Warrants [Member] | Series B Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Series B Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Series C Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] | Series C Convertible Preferred Stock [Member] Preferred Stock Previously reported | Series C Convertible Preferred Stock [Member] Preferred Stock Previously reported Starry Warrants [Member] | Series C Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment | Series C Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Series D Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] | Series D Convertible Preferred Stock [Member] Preferred Stock Previously reported | Series D Convertible Preferred Stock [Member] Preferred Stock Previously reported Starry Warrants [Member] | Series D Convertible Preferred Stock [Member] Preferred Stock Revision of Prior Period, Accounting Standards Update, Adjustment Starry Warrants [Member] | Series E Convertible Preferred Stock [Member] Starry Warrants [Member] | Series E Convertible Preferred Stock [Member] Preferred Stock Starry Warrants [Member] |
Balance at Dec. 31, 2019 | $ 63,597 | $ 63,597 | $ 4 | $ 6 | $ (2) | $ 16,314 | $ 16,312 | $ 2 | $ (209,733) | $ (209,733) | $ 6,990 | $ 6,990 | $ 25,946 | $ 25,946 | $ 29,910 | $ 29,910 | $ 99,989 | $ 99,989 | $ 94,177 | $ 94,177 | ||||||||||||||||||||||||||||||||||
Balances (in shares) at Dec. 31, 2019 | 35,890,591 | 194,974,082 | (159,083,491) | 9,761,745 | 53,030,260 | (43,268,515) | 16,852,283 | 91,549,300 | (74,697,017) | 10,207,696 | 55,452,865 | (45,245,169) | 19,965,160 | 108,459,871 | (88,497,711) | 12,132,465 | 65,909,090 | (53,776,625) | ||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | 30,738 | $ 30,738 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 3,958,337 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 960 | 960 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (125,093) | (125,093) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of beneficial conversion feature on convertible notes | 3,932 | 3,932 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock options Shares | 265,244 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock options | 183 | 183 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (25,683) | (25,683) | $ (25,683) | (25,683) | $ 4 | $ 9 | $ (5) | $ 21,389 | 21,389 | $ 21,384 | 21,384 | $ 5 | 5 | $ (334,826) | (334,826) | $ (334,826) | (334,826) | $ 287,750 | $ 287,750 | $ 4 | $ 9 | $ (5) | $ 6,990 | $ 6,990 | $ 25,946 | $ 25,946 | $ 29,910 | $ 29,910 | $ 29,910 | $ 99,989 | $ 99,989 | $ 124,915 | $ 124,915 | |||||||||||||||||||||
Balances (in shares) at Dec. 31, 2020 | 36,155,835 | 196,415,008 | (160,259,173) | 72,877,686 | 395,904,883 | (323,027,196) | 36,155,835 | 196,415,008 | (160,259,173) | 9,761,745 | 53,030,260 | (43,268,515) | 16,852,283 | 91,549,300 | (74,697,017) | 10,207,696 | 10,207,696 | 55,452,865 | (45,245,169) | 19,965,160 | 108,459,871 | (88,497,711) | 16,090,802 | 87,412,587 | (71,321,785) | |||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | 119,850 | $ 119,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 13,148,484 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of distribution to non-redeeming shareholders | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options | 218 | 218 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 307,285 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible notes payable to Series E convertible preferred stock | 45,584 | $ 45,584 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible notes payable to Series E convertible preferred stock (in shares) | 5,602,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 578 | 578 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (79,600) | (79,600) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2021 | 60,947 | 22,185 | (414,426) | 453,184 | $ 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Jun. 30, 2021 | 91,628,997 | 36,463,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | (25,683) | $ (25,683) | (25,683) | $ (25,683) | $ 4 | $ 9 | $ (5) | 21,389 | 21,389 | 21,384 | $ 21,384 | 5 | $ 5 | (334,826) | (334,826) | (334,826) | $ (334,826) | 287,750 | 287,750 | $ 4 | $ 9 | $ (5) | $ 6,990 | $ 6,990 | $ 25,946 | $ 25,946 | $ 29,910 | $ 29,910 | $ 29,910 | $ 99,989 | $ 99,989 | $ 124,915 | $ 124,915 | |||||||||||||||||||||
Balances (in shares) at Dec. 31, 2020 | 36,155,835 | 196,415,008 | (160,259,173) | 72,877,686 | 395,904,883 | (323,027,196) | 36,155,835 | 196,415,008 | (160,259,173) | 9,761,745 | 53,030,260 | (43,268,515) | 16,852,283 | 91,549,300 | (74,697,017) | 10,207,696 | 10,207,696 | 55,452,865 | (45,245,169) | 19,965,160 | 108,459,871 | (88,497,711) | 16,090,802 | 87,412,587 | (71,321,785) | |||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | $ 119,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 119,850 | 13,148,484 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination | $ 45,584 | $ 45,584 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination (in shares) | 5,602,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants in connection with the Business Combination (in shares) | 422,095 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options | 752 | 752 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 600,943 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 1,310 | 1,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (166,545) | (166,545) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of 2019 warrants to liabilities | (6,345) | (6,345) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | (31,077) | (31,077) | (31,077) | $ 4 | 17,106 | 17,106 | 17,096 | 10 | (501,371) | (501,371) | (501,371) | 453,184 | 453,184 | $ 4 | $ 14 | $ (10) | $ 6,990 | $ 25,946 | $ 29,910 | $ 99,989 | $ 124,915 | $ 165,434 | ||||||||||||||||||||||||||||||||
Balances (in shares) at Dec. 31, 2021 | 37,178,873 | 91,628,997 | 497,770,570 | (406,141,573) | 37,178,873 | 201,972,619 | (164,793,746) | 9,761,745 | 16,852,283 | 10,207,696 | 19,965,160 | 16,090,802 | 18,751,311 | |||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 99,027 | $ 21,711 | (375,872) | 453,184 | $ 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Mar. 31, 2021 | 91,628,997 | 36,327,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 116 | 116 | 135,173 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 358 | $ 358 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (38,554) | (38,554) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2021 | 60,947 | 22,185 | (414,426) | 453,184 | $ 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Jun. 30, 2021 | 91,628,997 | 36,463,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | (31,077) | $ (31,077) | $ (31,077) | $ 4 | 17,106 | $ 17,106 | $ 17,096 | $ 10 | (501,371) | $ (501,371) | $ (501,371) | 453,184 | $ 453,184 | $ 4 | $ 14 | $ (10) | $ 6,990 | $ 25,946 | $ 29,910 | $ 99,989 | $ 124,915 | $ 165,434 | ||||||||||||||||||||||||||||||||
Balances (in shares) at Dec. 31, 2021 | 37,178,873 | 91,628,997 | 497,770,570 | (406,141,573) | 37,178,873 | 201,972,619 | (164,793,746) | 9,761,745 | 16,852,283 | 10,207,696 | 19,965,160 | 16,090,802 | 18,751,311 | |||||||||||||||||||||||||||||||||||||||||
Conversion of legacy common stock to Class X common stock in connection with the Business Combination | $ (1) | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of legacy common stock to Class X common stock in connection with the Business Combination (in shares) | (9,268,335) | 9,268,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | 31,000 | $ 31,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 4,133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination | 484,174 | $ (484,184) | $ 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination (in shares) | (95,762,330) | 95,762,330 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants in connection with the Business Combination | 12,549 | 12,548 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants in connection with the Business Combination (in shares) | 6,758,512 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business combination transaction, net of transaction costs and assumed liabilities | 110,932 | 110,930 | $ 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Business combination transaction, net of transaction costs and assumed liabilities (in shares) | 22,132,385 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sponsor Earnout Shares liability | (26,095) | (26,095) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of redeemable shares from permanent equity to temporary equity | (10,579) | (10,579) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary equity reclassification of redeemable shares from permanent equity | 10,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of distribution to non-redeeming shareholders | 3,888 | 3,888 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options | 756 | 756 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 830,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 4,699 | 4,699 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (89,940) | (89,940) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Balance at Jun. 30, 2022 | 10,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | 6,133 | 597,427 | (591,311) | 0 | $ 16 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Jun. 30, 2022 | 0 | 153,393,876 | 9,268,335 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | $ 41,159 | $ 596,146 | (555,004) | 0 | $ 16 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Mar. 31, 2022 | 0 | 152,926,661 | 9,268,335 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 289 | 289 | 467,215 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 992 | $ 992 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholder | (36,307) | (36,307) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Balance at Jun. 30, 2022 | 10,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | $ 6,133 | $ 597,427 | $ (591,311) | $ 0 | $ 16 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Balances (in shares) at Jun. 30, 2022 | 0 | 153,393,876 | 9,268,335 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Series D Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 12 | ||
Series E Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 150 | $ 150 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||||
Net loss | $ (89,940) | $ (79,600) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 19,645 | 12,973 | ||
Paid-in-kind interest on term loans, convertible notes payable and strategic partner obligations | 12,070 | 8,369 | ||
Amortization of debt discount and deferred charges | 3,402 | 3,150 | ||
Conversion of debt discount | 0 | 971 | ||
Loss on extinguishment of debt | 0 | 2,361 | ||
Fair value adjustment of derivative liabilities | (19,559) | 5,796 | ||
Recognition of distribution to non-redeeming shareholders | 3,888 | 0 | ||
Loss on disposal of property and equipment | 1,434 | 1,223 | ||
Share-based compensation | 4,699 | 578 | ||
Transaction costs allocated to warrants and earnout liability instruments | 314 | 0 | ||
Accretion of asset retirement obligations | 144 | 89 | ||
Provision for doubtful accounts | 24 | 2 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (84) | (106) | ||
Prepaid expenses and other current assets | (3,494) | (2,141) | ||
Deferred cost | 0 | (453) | ||
Other assets | (649) | (14) | ||
Accounts payable | (246) | (770) | ||
Unearned revenue | 947 | 541 | ||
Accrued expenses and other current liabilities | 1,885 | 1,473 | ||
Other liabilities | 4 | 2,000 | ||
Net cash used in operating activities | (65,516) | (43,558) | ||
Investing activities: | ||||
Purchases of property and equipment | (37,584) | (29,985) | ||
Net cash used in investing activities | (37,584) | (29,985) | ||
Financing activities: | ||||
Proceeds from Business Combination, net of transaction costs | 160,539 | 0 | ||
Repayment of note assumed in the Business Combination | (1,200) | 0 | ||
Proceeds from the issuance of convertible notes payable and beneficial conversion feature on convertible notes | 0 | 11,000 | ||
Proceeds from Strategic Partner Arrangement | 3,932 | 1,994 | ||
Proceeds from exercise of common stock options | 756 | 218 | ||
Proceeds from the issuance of Series Preferred Stock, net of issuance costs | 0 | 119,850 | ||
Proceeds from the issuance of term loans, net of issuance costs | 10,000 | 0 | ||
Payments of third-party issuance costs in connection with Term Loans | (47) | 0 | ||
Repayments of capital lease obligations, net | (582) | (373) | ||
Net cash provided by financing activities | 173,398 | 132,689 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash: | 70,298 | 59,146 | ||
Cash and cash equivalents and restricted cash, beginning of period | 30,762 | 26,831 | $ 26,831 | |
Cash and cash equivalents and restricted cash, end of period | 101,060 | 85,977 | 30,762 | $ 26,831 |
Starry, Inc [Member] | ||||
Operating activities: | ||||
Net loss | (166,545) | (125,093) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 29,463 | 19,350 | ||
Paid-in-kind interest on term loans, convertible notes payable and strategic partner obligations | 18,203 | 15,427 | ||
Amortization of debt discount and deferred charges | 5,438 | 3,820 | ||
Conversion of debt discount | 971 | 0 | ||
Loss on extinguishment of debt | 3,727 | 0 | ||
Fair value adjustment of derivative liabilities | 8,562 | 1,850 | ||
Loss on disposal of property and equipment | 2,216 | 1,549 | ||
Share-based compensation | 1,310 | 960 | ||
Accretion of asset retirement obligations | 205 | 114 | ||
Provision for doubtful accounts | 154 | 117 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (270) | (327) | ||
Prepaid expenses and other current assets | (5,240) | 162 | ||
Other assets | (248) | (2) | ||
Accounts payable | (1,249) | 676 | ||
Unearned revenue | 461 | 832 | ||
Accrued expenses and other current liabilities | 3,477 | 402 | ||
Other liabilities | 782 | 1,218 | ||
Net cash used in operating activities | (98,583) | (78,945) | ||
Investing activities: | ||||
Purchases of property and equipment | (68,903) | (35,906) | ||
Net cash used in investing activities | (68,903) | (35,906) | ||
Financing activities: | ||||
Proceeds from the issuance of convertible notes payable and beneficial conversion feature on convertible notes | 11,000 | 31,243 | ||
Proceeds from Strategic Partner Arrangement | 3,342 | 1,722 | ||
Proceeds from exercise of common stock options | 752 | 183 | ||
Proceeds from the issuance of term loans, net of issuance costs | 38,500 | 0 | ||
Payments of third-party issuance costs in connection with Term Loans | (264) | 0 | ||
Payments of deferred transaction costs | (975) | 0 | ||
Repayments of capital lease obligations, net | (788) | (570) | ||
Net cash provided by financing activities | 171,417 | 63,316 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash: | 3,931 | (51,535) | ||
Cash and cash equivalents and restricted cash, beginning of period | $ 30,762 | $ 26,831 | 26,831 | 78,366 |
Cash and cash equivalents and restricted cash, end of period | 30,762 | 26,831 | ||
Series D Preferred Stock | Starry, Inc [Member] | ||||
Financing activities: | ||||
Proceeds from the issuance of Series Preferred Stock, net of issuance costs | 0 | 30,738 | ||
Series E Preferred Stock | Starry, Inc [Member] | ||||
Financing activities: | ||||
Proceeds from the issuance of Series Preferred Stock, net of issuance costs | $ 119,850 | $ 0 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Description of Business | Note 1. Description of business Starry Group Holdings, Inc. (“Starry Group” and, together with its subsidiaries, “Starry” or “the Company”) was incorporated in Delaware on September 17, 2021 as a wholly owned subsidiary of Starry, Inc. (“Old Starry”). Starry Group was formed for the purpose of effectuating the transactions contemplated by the Agreement and Plan of Merger, dated as of October 6, 2021 (as amended, the “Merger Agreement”), by and among FirstMark Horizon Acquisition Corp. (“FirstMark”), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FirstMark (“Merger Sub”), Old Starry and Starry Group. The Company is in the telecommunications industry and invests in the future of fixed wireless technology. The Company delivers high-quality and affordable broadband access using innovative, proprietary wideband hybrid fiber wireless technology. Active phased arrays are used to amplify wireless signals and optimize service from multiple antennas deployed throughout a region. By using a fixed wireless network, reliance on municipal infrastructure is reduced, extensive installation times are bypassed, and network deployment is increased in comparison to its fiber competitors. Services are provided to customers in the Boston, Los Angeles, New York City, Denver, Washington, D.C. and Columbus metropolitan areas. Business Combination Merger Agreement Waiver On March 28, 2022, the parties to the Merger Agreement entered into a Merger Agreement Waiver (the “Merger Agreement Waiver”), pursuant to which they agreed to waive certain closing conditions. Subsequent to waiving such closing conditions, the business combination was effected in two steps: (a) on March 28, 2022 (the “SPAC Merger Effective Time”), FirstMark merged with and into Starry Group (the “SPAC Merger”), with Starry Group surviving the SPAC Merger as a publicly traded entity and sole owner of Merger Sub; and (b) on March 29, 2022 (the “Acquisition Merger Effective Date”), Merger Sub merged with and into Old Starry (the “Acquisition Merger”, and, together with the SPAC Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), with Old Starry surviving the Acquisition Merger as a wholly owned subsidiary of Starry Group. Upon consummation of the Business Combination on March 29, 2022, the Company received gross proceeds of $36,282 (consisting of $37 of cash held by FirstMark and $36,245 from the trust account). In addition, 4,921,551 shares of FirstMark common stock held by public stockholders converted to Class A common stock on a 1-for-1 The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination is primarily based on Old Starry stockholders comprising a relative majority of the voting power of Starry and board composition, Old Starry operations prior to the Business Combination comprising the only ongoing operations of Starry, and Old Starry senior management comprising a majority of the senior management of Starry. Under this method of accounting, FirstMark was treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of Starry represent a continuation of the financial statements of Old Starry with the Business Combination being treated as the equivalent of Starry issuing stock for the net assets of FirstMark, accompanied by a recapitalization. The net assets of FirstMark are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Starry. Share information for all periods prior to the Business Combination has been retroactively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. PIPE Subscription Agreements On March 29, 2022, the PIPE investors purchased an aggregate of 14,533,334 shares of Class A common stock at $7.50 per share, resulting in aggregate proceeds of $109,000. Series Z Subscription Agreements On March 29, 2022, the Series Z investors purchased an aggregate of 4,133,333 shares of Series Z Preferred Stock at $7.50 per share, resulting in aggregate proceeds of $31,000. Recapitalization On the closing date of the Acquisition Merger and immediately prior to the effective time of the Acquisition Merger, (a) each then-outstanding share of Starry Preferred Stock (excluding the Series Z Preferred Stock, par value $0.001 per share) automatically converted into a number of shares of Old Starry common stock, par value $0.001 per share, on a 1-for-1 At the effective time of the Acquisition Merger, pursuant to the Acquisition Merger: (a) each then-outstanding share of Old Starry common stock, including shares of Old Starry common stock resulting from the Conversion, were canceled and automatically converted into (i) with respect to the Company’s Chief Executive Officer and founder, 9,268,335 shares of Class X common stock, par value $0.0001 per share and (ii) with respect to any other persons who held Old Starry common stock, the number of shares of Class A common stock, par value $0.0001 per share, equal to the exchange ratio of 0.1841; (b) each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one The following summarizes the shares of Class A common stock and Class X common stock issued and outstanding immediately after the Business Combination as of March 29, 2022: Starry equity holders (1) 140,062,611 86 % FirstMark founder shares (2) (3) 2,677,500 2 % FirstMark public stockholders (3) 4,921,551 3 % PIPE Investors (3) 14,533,334 9 % Starry common stock immediately after the Business Combination 162,194,996 100 % (1) Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units. (2) Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9). (3) The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item “Business Combination transaction, net of transaction costs and assumed liabilities”. In connection with the Business Combination, the Company raised $176,282 of gross proceeds including $36,282 of cash received from FirstMark and $140,000 of cash received in connection with the PIPE financing and Series Z Preferred Stock financing. The Company incurred $17,532 of transaction costs (net of $967 transaction costs incurred and paid by FirstMark prior to the close of the Business Combination for a total of $18,499 combined company transaction costs), consisting of banking, legal, and other professional fees, of which $17,218 was netted out of proceeds and recorded in additional paid-in one-time In aggregate the amount recorded in APIC was $110,930 as shown below: Cash - FirstMark trust and cash $ 36,282 Cash - PIPE investors (including Series Z) 140,000 Gross proceeds 176,282 Less: transaction costs paid during the period (15,743 ) Net proceeds from the Business Combination 160,539 Less: Series Z Preferred Stock (1) (31,000 ) Less: warrant liabilities issued (15,697 ) Less: repayment of note assumed in the Business Combination (1,200 ) Less: net transaction costs reclassed to equity, including accrued transaction costs at June 30, 2022 (1,475 ) Less: issuance of non-redemption (42 ) Less: net liabilities assumed from the Business Combination (195 ) Business Combination, net of transaction costs and assumed liabilities on the Statement of Changes in Stockholders’ Equity (Deficit) $ 110,930 (1) Going concern: Presentation of Financial Statements, Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is an early-stage growth company and has generated losses and negative cash flows from operating activities since inception. The Company requires additional capital investment to execute the strategic business plan to grow its subscriber base in existing markets from already-deployed network assets and launch services in new markets. Management plans to raise additional capital through a combination of potential options, including but not limited to, equity and debt financings. Additional equity financing may not be available, and if it is available, it may not be on terms favorable to the Company and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The inherent uncertainties described above may impact the Company’s ability to remain in compliance with this covenant over the next twelve months. If the Company breaches its financial covenant and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowing under the Starry Credit Agreement or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided that a waiver or forbearance will be granted or the outstanding borrowing under the Starry Credit Agreement will be successfully refinanced on terms that are acceptable to the Company. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its expansion efforts and other operations, which could materially harm the Company’s business, financial condition and results of operations. Because of this uncertainty, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these consolidated financial statements are issued, and therefore, whether we realize our assets and settle our liabilities in the normal course of business and at the amounts stated in the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the future effects of the recoverability or classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Starry, Inc [Member] | ||
Description of Business | Note 1. Description of business Starry Group Holdings, Inc. (“New Starry” and, together with its subsidiaries, “Starry” or “the Company”) was incorporated in Delaware on September 17, 2021 as a wholly owned subsidiary of Starry, Inc. (“Old Starry”). New Starry was formed for the purpose of effectuating the transactions contemplated by the Agreement and Plan of Merger, dated as of October 6, 2021 (as amended, the “Merger Agreement”), by and among FirstMark Horizon Acquisition Corp. (“FirstMark”), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FirstMark (“Merger Sub”), Old Starry and New Starry. The Company is in the telecommunications industry and invests in the future of fixed wireless technology. The Company delivers high-quality and affordable broadband access using innovative, proprietary wideband hybrid fiber wireless technology. Active phased arrays are used to amplify wireless signals and optimize service from multiple antennas deployed throughout a region. By using a fixed wireless network, reliance on municipal infrastructure is reduced, extensive installation times are bypassed, and network deployment is increased in comparison to its fiber competitors. Services are provided to customers in Boston, Los Angeles, New York City, Denver, Washington, D.C. and Columbus. Business Combination On October 6, 2021, FirstMark Horizon Acquisition Corp (“FirstMark”), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FirstMark (“Merger Sub”), Old Old Old Retrospective Adjustment Share information for all periods prior to the Business Combination has been retroactively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. PIPE Subscription Agreement In connection with the execution of the merger agreement, FirstMark and New Starry entered into the PIPE subscription agreements with the PIPE investors, pursuant to which, among other things, the PIPE investors party thereto agreed to purchase an aggregate of 10,900,000 shares of New Starry Class A common stock following the close of the SPAC Merger and immediately prior to the close of the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $109,000 in the PIPE investment. The PIPE subscription agreements contain customary representations, warranties, covenants and agreements of FirstMark and the PIPE investors and are subject to customary closing conditions and termination rights. The PIPE Investment is expected to close following the close of the SPAC Merger and immediately prior to the close of the Acquisition Merger. Convertible Notes Subscription Agreement In connection with the execution of the merger agreement, FirstMark entered into the Convertible Notes subscription agreements with the Convertible Notes investors, pursuant to which, among other things, the Convertible Notes investors agreed to purchase an aggregate of $150,000 principal amount of Convertible Notes immediately prior to or substantially concurrently with the consummation of the Acquisition Merger, resulting in aggregate proceeds of $150,000 in the Convertible Notes investment. The Convertible Notes subscription agreements contain customary representations, warranties, covenants and agreements of FirstMark and the Convertible Notes investors and are subject to customary closing conditions and termination rights. The Convertible Notes investment is expected to close immediately prior to the close of the Acquisition Merger. Series Z Subscription Agreement In connection with the execution of the merger agreement, Starry entered into the Series Z Subscription Agreement with the Series Z Investors (affiliates of FirstMark), pursuant to which the Series Z Investors agreed to subscribe and purchase, in the aggregate, 2,100,000 shares of Starry Series Z Preferred Stock at $10.00 per share for an aggregate commitment amount of $21,000. The closings under the Series Z Subscription Agreement will occur immediately prior to or substantially concurrently with the closing date of the Acquisition Merger. Starry shall take all actions necessary to cause each share of Starry Series Z Preferred Stock that is issued and outstanding immediately prior to the effective time of the Acquisition Merger to be converted into the right to receive a number of shares of New Starry Class A Common Stock equal to the number of shares of Starry Series Z Preferred Stock held by each holder of Starry Series Z Preferred Stock as of immediately prior to the effective time of the Acquisition Merger. On the closing date of the Acquisition Merger and immediately prior to the effective time of the Acquisition Merger, (a) each then-outstanding share of Starry Preferred Stock (excluding the Series Z Preferred Stock, par value $0.0001 per share of Starry (“Starry Series Z Preferred Stock”) will convert automatically into a number of shares of common stock, par value $0.0001 per share, of Old Starry (“Old Starry Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Starry (the “Conversion”); and (b) each then-outstanding and unexercised warrant of Old Starry (the “Old Starry Warrants”) will automatically be exercised in exchange for shares of Old Starry Common Stock pursuant to the terms of such Old Starry Warrants and shall be automatically cancelled, extinguished and retired and cease to exist. At the effective time of the Acquisition Merger, pursuant to the Acquisition Merger: (a) each then-outstanding share of Old Starry Common Stock, including shares of Old Starry Common Stock resulting from the Conversion, will be canceled and automatically converted into the right to receive (i) with respect to Chaitanya Kanojia, the number of shares of Class X common stock, par value share, of New Starry (the “New Starry Class X Common Stock”) and (ii) with respect to any other persons who hold Old Starry Common Stock, the number of shares of New Starry Class A Common Stock, in each case, equal to the applicable exchange ratio (determined in accordance with the merger agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022); (b) each share of then-outstanding Starry Series Z Preferred Stock will convert automatically into the right to receive shares of New Starry Class A Common Stock on a one-to-one basis (c) each then-outstanding and unexercised option of Old Starry (an “Old Starry Option”) will be converted into an option exercisable for shares of New Starry Class A Common Stock (a “New Starry Option”), on the same terms and conditions as were applicable to such Old Starry Option, based on the exchange ratio (determined in accordance with the merger agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022); and (d) each then-outstanding award of restricted stock units of Old Starry (an “Old Starry RSU Award”) will be converted into an award covering shares of New Starry Class A Common Stock (a “New Starry RSU Award”), on the same terms and conditions as were applicable to such Old Starry RSU Award, based on the exchange ratio (determined in accordance with the merger agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022). Going concern: Presentation of Financial Statements, Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is an early-stage growth company and has generated losses and negative cash flows from operating activities since inception. The Company requires additional capital investment to execute the strategic business plan to grow its subscriber base in existing markets from already-deployed network assets and launch services in new markets. Management plans to raise additional capital through a combination of potential options, including but not limited to, equity and debt financings. Additional equity financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. As of December 31, 2021, the Company was in compliance with the financial covenant required by the Credit Agreement. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with this covenant over the next twelve months. If the Company breaches its financial covenant and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowing under the Credit Agreement or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided that a waiver or forbearance will be granted or the outstanding borrowing under the Credit Agreement will be successfully refinanced on terms that are acceptable to the Company. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its expansion efforts and other operations, which could materially harm the Company’s business, financial condition and results of operations. Because of this uncertainty, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these consolidated financial statements are issued, and therefore, whether we realize our assets and settle our liabilities in the normal course of business and at the amounts stated in the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the future effects of the recoverability or classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of significant accounting policies | Note 2. Basis of presentation and summary of significant accounting policies Basis of presentation and principles of consolidation : 10-K The accompanying unaudited condensed 10-K During the six months ended June 30, 2022, the Company reevaluated its major asset classes of property and equipment resulting in the reclassification of site acquisition costs to distribution system. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Accounting Policies: Emerging Growth Company : non-emerging Use of estimates: Uncertainty of the coronavirus pandemic : quarantines Coronavirus Aid, Relief and Economic Security Act As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in these consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. Warrants: accounting Distinguishing Liabilities from Equity Derivatives and Hedging re-measured For warrants issued to nonemployees for goods or services, the Company follows guidance issued within ASC 718 to determine whether the share-based payments are equity or liability classified, and are measured at fair value on the grant date. The related expense is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. Earnout shares: Distinguishing Liabilities from Equity Derivatives and Hedging re-measured Fair value measurements: Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). • Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing and excess earnings models) The Company believes its valuation methods are appropriate and consistent with those used by other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, warrant liabilities and earnout liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. Liabilities measured at fair value on a recurring basis consisted of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 5,658 $ — $ — $ 5,658 Warrant Liabilities - Private Warrants — 2,810 — 2,810 Other Liabilities - Junior Debt Exchange — — 5,616 5,616 Earnout Liability - Sponsor Earnout Shares — — 9,321 9,321 Total Liabilities: $ 5,658 $ 2,810 $ 14,937 $ 23,405 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 The warrant liability for the Public Warrants (see Note 9) as of June 30, 2022 is included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Warrants (see Note 9) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. The fair value of the Junior Debt Exchange (see Note 15) was estimated using the Black-Scholes option pricing model for a European put option. The key inputs used in the determination of the fair value included current stock price, volatility and expected term. The initial recognition of the fair value of $1,986 was recorded in other liabilities on the condensed consolidated balance sheet and other income (expense), net on the condensed consolidated statements of operations as the incremental fair value received by the Optionholders (as defined in Note 15) was deemed to be a non-pro As of June 30, 2022 the fair value of the Junior Debt Exchange was $5,616, compared to $1,986 and $0 as of March 31, 2022 and December 31, 2021. Such fair value increases were $3,630 and $5,616, respectively, for the three and six months ended June 30, 2022 and were recorded in other income (expense), net on the condensed consolidated statements of operations. The Company measured the fair value of the Junior Debt Exchange on June 30, 2022 with the following assumptions: As of Common stock fair value $ 4.12 Exercise price $ 8.75 Term (in years) 1.65 Volatility 60.00 % Risk-free interest rate 2.88 % Expected dividends 0 % For the valuation of the earnout liability, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the term of the sponsor earnout period. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The initial fair value was recorded in APIC within the condensed consolidated statement of stockholders’ equity (deficit) upon consummation of the Business Combination on March 29, 2022 and the subsequent fair value adjustments were recorded to other income (expense), net on the condensed consolidated statements of operations for the three and six months ended June 30, 2022. As of June 30, 2022 the fair value of the earnout liability was $9,321, compared to $20,881 and $26,095 as of March 31, 2022 and March 29, 2022. Such fair value reductions of the earnout liability were $11,560 and $16,774, respectively, for the three and six months ended June 30, 2022 and were recorded in other income (expense), net on the condensed consolidated statements of operations. The Company re-measured As of Common stock fair value $ 4.12 Term (in years) 4.75 Volatility 60.00 % Risk-free interest rate 2.99 % Expected dividends 0 % The Company previously presented the fair value measurement of the warrant liability for Starry Warrants (see Note 9) as of December 31, 2021 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. Immediately prior to the settlement of such Starry Warrants in connection with the consummation of the Business Combination, the Company re-measured As of March 29, 2022 and December 31, 2021 the fair value of the warrant liability for Starry Warrants was $12,549 and $14,773, respectively. The Company re-measured As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % Upon settlement of such Starry Warrants and issuance of common stock in connection with the consummation of the Business Combination on March 29, 2022, the Company reclassified the warrant liability for Starry Warrants of $12,549 to APIC. There were no transfers between Level 1 and Level 2 in the periods reported. Except for the aforementioned settlement of Starry Warrants, there were no transfers into or out of Level 3 in the periods reported. Recent accounting pronouncements issued, not yet adopted: In February 2016, the FASB issued a new accounting standard, ASC 842, Leases The Company is currently evaluating the impact the new guidance will have on its financial position and results of operations but expects to recognize lease liabilities and right of use assets at the time of adoption. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. The Company is currently assessing the potential impact to the financial statements. The Company is continuing to monitor potential changes to ASC 842 that have been proposed by the FASB and will assess any necessary changes to the implementation process as the guidance is updated. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments 2016-13”), 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): if-converted 2020-06 In October 2020, the FASB issued ASU 2020-10, Codification Improvements 2020-10”), 2020-10 | |
Starry, Inc [Member] | ||
Summary of significant accounting policies | Note 2. Summary of significant accounting policies Basis of presentation and principles of consolidation : Emerging Growth Company : to non-emerging growth Use of estimates: Uncertainty of the coronavirus pandemic : Coronavirus Aid, Relief and Economic Security Act As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in these consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. Segment information: Segm ent Reporting single Concentration of credit risk: With respect to accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. Substantially all of the Company’s trade accounts receivables are with commercial customers. Concentration of credit risk are limited due to the number of the Company’s customers as well as their dispersion across different geographic regions. Cash and cash equivalents: Restricted cash: or non-current asset Accounts receivable, net: Deferred costs: As of December 31, 2021, deferred costs also consist of $1,824 in deferred charge assets, primarily comprised of the $1,695 in Delayed Draw Tranche C Warrants contingently issuable in connection with the Fifth Amendment (see Note 4). Fair value measurements: Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). • Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing and excess earnings models) The Company believes its valuation methods are appropriate and consistent with those used by other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, convertible notes payable and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and convertible notes payable approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. The warrant liabilities were initially and subsequently measured at fair value using a Black-Scholes model at each measurement date based on Level 3 inputs. As of October 6, 2021 (the issuance date) and December 31, 2021, the fair value of the warrant liabilities was $14,773. The following table provides quantitative information regarding the Level 3 fair value measurement inputs: As of October 6, 2021 As of December 31, 2021 Exercise price $ 0.05 $ 0.05 Common stock fair value $ 9.83 $ 9.83 Term (in years) 10.0 9.8 Volatility 27.56 % 27.56 % Risk-free interest rate 1.53 % 1.52 % Expected dividends 0 % 0 % Prepaid expenses and other current assets: Property and equipment, net: Property and equipment are depreciated or amortized using the straight-line method, based upon the following estimated useful lives: Equipment 3 years Furniture and fixtures 3 years Software 3 years Vehicles 4 years Leasehold improvements shorter of lease term or 5 years Site acquisition costs 5 years Distribution system 3 -10 years Asset retirement obligation 10 years Construction-in-process N/ Major renewals and improvements are capitalized while replacements and maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations as a component of cost of revenues or selling, general and administrative expenses, depending on the nature of the property and equipment. Impairment of long-lived assets ASC 360-10, Impairment or Disposal of Long-Lived Assets Intangible assets: Company re-evaluates the The FCC licenses are tested for potential impairment annually, as of October 1, or more frequently if impairment indicators are present. ASC 350, Intangibles – Goodwill and Other Asset retirement obligations: Asset Retirement and Environmental Obligations The Company records the net present value of the ARO liability and a related capital asset, in an equal amount, for contracts which result in an ARO. The estimated ARO liability is based on a number of assumptions, including costs to remove deployed equipment, expected life, inflation rates and discount rates. Accretion expense related to the ARO liability is recognized as a component of selling, general and administrative expense in the accompanying consolidated statements of operations. Upon ARO fulfillment, any difference between actual retirement expense incurred and the recorded estimated ARO liability is recognized as a gain or loss in the accompanying consolidated statements of operations as a component of other income (expense). For the years ended December 31, 2021 and 2020, there were no settlements of the ARO liabilities. Revenues: Revenue from Contracts with Customers • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied The Company delivers high-quality and affordable broadband internet access to its customers using innovative, proprietary wideband hybrid fiber wireless technology and related support on a subscription basis. The Company’s subscription rate for such services is a per month fixed price for service without limitations on usage. The majority of customers are individual users who may also receive subsidized internet services through federal subsidies such as the Emergency Broadband Benefit (“EBB”) program, but a small amount are commercial arrangements where a building owner is the party who we contract with and pays for all the units in a building or for the units utilizing the service. Income taxes: The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. The Company uses a two-step approach the more-likely-than-not recognition more-likely-than-not recognition Share-based compensation: Compensation – Stock Compensation The Company or its assignees have the right, but not the obligation, upon the termination of employment of an employee or termination of the service relationship of a non-employee, in of non-employee, or a grantee-by-grantee basis. any ex-employee or non-employee. Therefore, The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions to determine the fair value of stock-based awards. These assumptions include estimating (a) the length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) expected dividends, (d) the fair value of common stock and (e) the risk-free interest rate. The Company has elected to recognize forfeitures in the period in which they occur. The Company recognizes compensation cost on a straight-line basis over the requisite service period of the awards for employees, which is typically the four-year for non-employee. The assumptions used in the Black-Scholes model are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment (see Note 6). As a result, if other assumptions had been used, the recorded share-based compensation expense could have been materially different from that depicted in the consolidated financial statements. Warrants: Distinguishing Liabilities from Equity Derivatives and Hedging whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently re-measured to For warrants issued to nonemployees for goods or services, the Company follows guidance issued within ASC 718 to determine whether the share-based payments are equity or liability classified, and are measured at fair value on the grant date. The related expense is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. Advertising costs: Research and development expense: Sale-leasebacks: Recent accounting pronouncements issued, not yet adopted: In February 2016, the FASB issued a new accounting standard, ASC 842, Leases The Company is currently evaluating the impact the new guidance will have on its financial position and results of operations but expects to recognize lease liabilities and right of use assets at the time of adoption. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. The Company is currently assessing the potential impact to the financial statements. The Company is continuing to monitor potential changes to ASC 842 that have been proposed by the FASB and will assess any necessary changes to the implementation process as the guidance is updated. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”), which, ASU 2016-13 is In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the if-converted method. ASU 2021-06 is In October 2020, the FASB issued ASU 2020-10, Codification Improvements (“ASU 2020-10”), which ASU 2020-10 is |
Revenue recognition
Revenue recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue recognition | Note 3. Revenue recognition The Company assesses the contract term as the period in which the parties to the contract have presently enforceable rights and obligations. The contract term can differ from the stated term in contracts that include certain termination or renewal rights, depending on whether there are penalties associated with those rights. Although customers are typically billed in advance for a month of service, the majority of the Company’s contracts (with residential customers) allow either party to cancel at any time without penalty and customers are entitled to a pro rata refund for services not yet rendered. However, in some instances the Company enters into non-cancellable non-refundable Nature of services: Transaction price: The Company’s contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. The Company does not enter into contracts in which the period between payment by the customer and the transfer of the promised goods or services to the customer is greater than 12 months. In addition, the Company excludes from revenue sales taxes and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers, whenever applicable. For individual customers who receive subsidized internet services through the EBB program, the transaction price includes the amounts due from the customer as well as the subsidy amount due from the government. Gift card incentives: Unearned revenue: Unearned Revenue Balance, December 31, 2021 $ 1,630 Change, net 947 Balance, June 30, 2022 $ 2,577 | |
Starry, Inc [Member] | ||
Revenue recognition | Note 3. Revenue recognition The Company assesses the contract term as the period in which the parties to the contract have presently enforceable rights and obligations. The contract term can differ from the stated term in contracts that include certain termination or renewal rights, depending on whether there are penalties associated with those rights. Although customers are typically billed in advance for a month of service, the majority of the Company’s contracts (with residential customers) allow either party to cancel at any time without penalty and customers are entitled to a pro rata refund for services not yet rendered. However, in some instances the Company enters into non-cancellable non-refundable Nature of services: Transaction price: The Company’s contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. The Company does not enter into contracts in which the period between payment by the customer and the transfer of the promised goods or services to the customer is greater than 12 months. In addition, the Company excludes from revenue sales taxes and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers, whenever applicable. For individual customers who receive subsidized internet services through the EBB program, the transaction price includes the amounts due from the customer as well as the subsidy amount due from the government. Gift card incentives: Unearned revenue: If revenue is re Unearned Revenue December 31, 2020 $ 1,169 Change 461 December 31, 2021 $ 1,630 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Debt | Note 4. Debt At June 30, 2022 and December 31, 2021, the carrying value of debt was as follows: As of June 30, December 31, Gross term loans $ 224,545 $ 202,671 Strategic Partner Arrangement (see Note 12) 9,355 5,227 Capital lease obligations 3,071 2,221 236,971 210,119 Less unamortized debt discount on term loans (15,441 ) (17,019 ) Less current portion of debt (1,861 ) (1,504 ) Debt, net of current portion $ 219,669 $ 191,596 Starry Credit Agreement: On October 6, 2021, the Company entered into the fifth amendment (the “Fifth Amendment”) to the Starry Credit Agreement with lenders to provide for a total of $ 40,000 10,000 The Term Loans incur interest at a rate equal to the London Interbank Offered Rate (“LIBOR”), subject to a floor of 2.0%, plus an applicable margin of 9.0% (with the interest rate capped at 13.25% per annum) and such interest is accrued on a quarterly basis. Such interest rates were 11.0% as of June 30, 2022 and December 31, 2021. As allowed in the Starry Credit Agreement, the Company has elected to pay the interest accrued on an in-kind paid-in-kind paid-in-kind Paid-in-kind The principal balance is payable in its entirety at maturity in February 2024. The Company may prepay the Term Loans, in whole or in part, at any time, subject to a premium. In addition, the lenders can require prepayment in certain circumstances, including a change of control, also subject to a premium. As of June 30, 2022, the premium for such prepayment is 5% of the principal if prepaid prior to maturity. A change of control is defined as the acquisition of direct or indirect ownership by a person other than existing stockholders of the Company of fifty The Term Loans are senior to all other debt and have a first priority lien on substantially all of the Company’s assets. The Term Loans contain customary conditions related to borrowing, events of default and covenants, including certain non-financial The Company assessed the embedded features of the Term Loans, including the accelerated repayment (redemption) features and the default rate of interest feature, noting that these features met the definition of a derivative under ASC 815 and were not clearly and closely related to the debt host instrument. The Company is required to remeasure these derivative features to their then fair value at each subsequent reporting period. Based on the probability of prepayment prior to maturity, the repayment feature was ascribed a fair value of $11,464 and $10,412, respectively, as of June 30, 2022 and December 31, 2021, and recorded in other liabilities on the consolidated balance sheets (the “Prepayment Penalty”). The change in fair value of the Prepayment Penalty is based on management’s assumption of the estimated probability that the accelerated repayment would be triggered prior to maturity. As of June 30, 2022, such probability was deemed to be 100% before maturity of the debt. The change in fair value of $0 and $1,052 for the three and six months ended June 30, 2022, respectively, was recorded in other income (expense) on the condensed consolidated statements of operations. The Company amortizes debt discounts over the term of the Starry Credit Agreement using the effective interest method (based on an effective interest rate of 16.9%, 11.2%, 14.2% and 19.1%, respectively). The amortization recorded for the three and six months ended June 30, 2022 was $1,776 and $3,402, respectively, and is included within interest expense in the condensed consolidated statements of operations. The remaining unamortized debt discount at June 30, 2022 and December 31, 2021 is $15,441 and $17,019, respectively, and is reflected net against debt, net of current portion on the condensed consolidated balance sheets. 2020 Convertible notes payable: June 4 January 2021 Convertible notes payable: October 29 (a) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of the next equity financing. The conversion price was based on the next equity financing per share price with a 20 1.57 1.57 1.57 (b) Automatic conversion of outstanding principal and unpaid accrued interest upon maturity of the 2021 Notes into shares of Series D preferred stock. The number of Series D Preferred Stock shares to be issued was equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D Preferred Stock price. (c) Automatic redemption upon the Company closing a corporate transaction. In such scenario, the majority noteholders would elect either (i) the repayment of the outstanding principal and accrued unpaid interest due upon the closing of the corporate transaction or (ii) the conversion of the 2021 Notes into the right to receive a cash payment as though the principal and unpaid accrued interest had converted into conversion shares. The conversion price was to be based on the corporate transaction per share price with a 20 1.57 1.57 1.57 (d) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of an initial public offering. The number of conversion shares to be issued was equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D Preferred Stock price. (e) Automatic conversion of outstanding principal and unpaid accrued interest upon an event of default under the Starry Credit Agreement. The number of conversion shares to be issued was equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D Preferred Stock price. (f) In the event of a future non-equity non-equity The Company assessed the embedded features within the 2021 Notes as detailed above and determined that the automatic conversion feature upon the next equity financing and the redemption upon a corporate transaction (in both cases, when settled in shares at a conversion price less than $1.57 per share) met the definition of a derivative that would require separate accounting from the 2021 Notes. In estimating the fair value of these bifurcated embedded features, the Company concluded that such fair value was de minimis at issuance of the 2021 Notes. The automatic conversion feature upon maturity was assessed to contain a beneficial conversion feature that was recognized at its intrinsic value at the issuance date as a component of APIC and as a debt discount to the 2021 Notes totaling $2,791. Two current shareholders who were related parties contributed $3,000 and $5,000, respectively, of the $11,000 2021 Notes balance. The total amortization recorded for the 2021 Notes for the six months ended June 30, 2022 and 2021 was $0 and $1,750, respectively, and is included within interest expense in the condensed consolidated statements of operations. For the six months ended June 30, 2022 and 2021, the Company incurred $0 and $246, respectively, of paid-in-kind On March 31, 2021, the Company completed the initial closing of a new equity financing for its Series E Preferred Stock. As a result of the closing, both the 2020 Notes and 2021 Notes, including accrued cash and paid-in-kind E-1 E-2 E-1 E-2 As a result of the 2020 Notes converting into shares of Series E Preferred Stock, the carrying value of the debt discount on the 2020 Notes was reversed and recognized as interest expense in the amount of $971 for the six months ending June 30, 2021. | |
Starry, Inc [Member] | ||
Short-term Debt [Line Items] | ||
Debt | Note 4. Debt At December 31, 2021 and 2020, the carrying value of debt was as follows: As of December 31, 2021 December 31, 2020 Gross term loans $ 202,671 $ 144,877 Convertible notes payable, net of unamortized discount at December 31, 2021 and 2020 of $0 and $2,282, respectively — 29,256 Strategic Partner Arrangement (see Note 12) 5,227 1,722 Capital lease obligations 2,221 1,609 210,119 177,464 Less unamortized debt discount on term loans (17,019 ) (13,657 ) Less current portion of debt (1,504 ) (29,875 ) Debt, net of current portion $ 191,596 $ 133,932 2019 Credit Agreement: The Term Loans incur interest at a rate equal to the London Interbank Offered Rate (“LIBOR”), subject to a floor of 2.0%, plus an applicable margin of 9.0% (with the interest rate capped at 13.25% per annum) and such interest is accrued on a quarterly basis. Such interest rates were approximately 11.0% as of December 31, 2021 and 2020. As allowed in the Credit Agreement, the Company has elected to pay the interest accrued on an in-kind basis of paid-in-kind interest Loans. Paid-in-kind interest The principal balance is payable in its entirety at maturity in February 2024. The Company may prepay the Term Loans, in whole or in part, at any time, subject to a premium. In addition, the lenders can require prepayment in certain circumstances, including a change of control, also subject to a premium. The premium for such prepayment ranges from 0% to 10% of the principal based on the timing of prepayment. A change of control is defined as the acquisition of direct or indirect ownership by a person other than existing stockholders of the Company of fifty The Term Loans are senior to all other debt and have a first priority lien on substantially all of the Company’s assets. The Term Loans contain customary conditions related to borrowing, events of default and covenants, including certain non-financial covenants On June 2, 2021, the Company entered into a Third Amendment and Waiver to the 2019 Credit Agreement (as amended and restated, the “Credit Agreement”). The Credit Agreement amended and restated two affirmative covenants that the Company was not in compliance with as of December 31, 2020, which include the Company providing audited financial statements without a “going concern” or like qualification, exception or emphasis. The non-compliance with The Company assessed the embedded features of the Term Loans, including the accelerated repayment (redemption) features and the default rate of interest feature, noting that these features met the definition of a derivative under ASC 815 and were not clearly and closely related to the debt host instrument. The Company is required to remeasure these derivative features to their then fair value at each subsequent reporting period. The Company determined the fair value of these features to be $0 as of the respective issuance dates of the Term Loans. However, based on the previously defined change of control trigger the repayment feature was ascribed a fair value of $10,412 and $1,850, respectively, as of December 31, 2021 and 2020, recorded in other liabilities on the consolidated balance sheets. The change in fair value is based on management’s assumption of the estimated probability that the accelerated repayment would be triggered prior to maturity. Such probability was deemed to be 100% as of December 31, 2021. The change in fair value of $8,562 and $1,850 for the years ended December 31, 2021 and 2020, was recorded in other income (expense) on the consolidated statement of operations. In connection with entering into the initial agreement in February 2019, the Company issued the lender a warrant to purchase 2,765,887 shares of the Company’s non-voting common Company’s non-voting common to additional-paid-in capital re-assessed additional-paid-in On October 6, 2021, the Company entered into the Fifth Amendment to the 2019 Credit Agreement (“Fifth Amendment”) with lenders to provide for a total of $40,000 in term loans which the Company immediately drew upon in full (“Tranche C Loan”) and up to an additional $10,000 in delayed draw loans (“Delayed Draw Tranche C Loan”) (together, the “Tranche C Loans”). Two lenders in the Tranche C Loans were also lenders in the Tranche B Loans, lending up to $6,000 and $1,500 respectively. The Fifth Amendment for such lenders was treated as an extinguishment. The Company recorded a loss on extinguishment of $1,366 reflected in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2021. In conjunction with the Fifth Amendment, the Company entered into the Warrant Purchase Agreement as of October 6, 2021. The Company issued to the lenders warrants to purchase 2,118,687 shares of nonvoting Old nonvoting Old Term Loans debt issuance costs and discount: de-recognized The Company is amortizing the debt discounts over the term of the Credit Agreement using the effective interest method (based on an effective interest rate of 16.9%, 11.2%, 14.2% and 19.1%, respectively). The amortization recorded for the years ended December 31, 2021 and 2020 is $3,516 and $2,169, respectively, and is included within interest expense in the consolidated statements of operations. The remaining unamortized debt discount at December 31, 2021 and 2020 is $17,019 and $13,658, respectively, and is reflected net against the debt, net of current portion on the consolidated balance sheets. 2020 Convertible notes payable: 31,243 (a) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of the next equity financing. The conversion price will be based on the next equity financing per share price with a 20% discount, provided that the conversion price is not less than the Series D preferred stock price ($7.77 (b) Automatic conversion of outstanding principal and unpaid accrued interest upon maturity of the 2020 Notes into shares of Series D preferred stock. The number of Series D preferred stock shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. (c) Automatic redemption upon the Company closing a corporate transaction, or liquidation event (including an IPO, SPAC transaction or other change in control event). In such scenario, the majority noteholders would elect either (i) the repayment of the outstanding principal and accrued unpaid interest due upon the closing of the corporate transaction or (ii) the conversion of the 2020 Notes into the right to receive a cash payment as though the principal and unpaid accrued interest had converted into conversion shares. The conversion price will be based on the corporate transaction per share price with a 20% discount, provided that the conversion price is not less than the Series D preferred stock price ($7.77 (d) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of an initial public offering. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. (e) Automatic conversion of outstanding principal and unpaid accrued interest upon an event of default under the Credit Agreement. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. The Company assessed the embedded features within the 2020 Notes as detailed above and determined that the automatic conversion feature upon the next equity financing and the redemption upon a corporate transaction (in both cases, provided that the conversion price is not less than the Series D preferred stock price ($7.77 per share) or greater than $8.53 per share) met the definition of a derivative that would require separate accounting from the 2020 Notes. In estimating the fair value of these bifurcated embedded features, the Company concluded that such fair value was de minimis at issuance of the 2020 Notes. The automatic conversion feature upon maturity was assessed to contain a beneficial conversion feature that was recognized at its intrinsic value at the issuance date as a component of additional paid-in-capital and January 2021 Convertible notes payable: (a) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of the next equity financing. The conversion price will be based on the next equity financing per share price with a 20% discount, as long as it is not greater than $8.53 per share. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. This feature is effectively made up of two separate components, a share-settled redemption feature when the conversion price is not greater than $8.53 per share, and a traditional conversion option when the conversion price is greater than $8.53 per share. (b) Automatic conversion of outstanding principal and unpaid accrued interest upon maturity of the 2021 Notes into shares of Series D preferred stock. The number of Series D preferred stock shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. (c) Automatic redemption upon the Company closing a corporate transaction. In such scenario, the majority noteholders would elect either (i) the repayment of the outstanding principal and accrued unpaid interest due upon the closing of the corporate transaction or (ii) the conversion of the 2021 Notes into the right to receive a cash payment as though the principal and unpaid accrued interest had converted into conversion shares. The conversion price will be based on the corporate transaction per share price with a 20% discount, provided it is not greater than $8.53. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. This feature is effectively made up of two separate components, a share-settled redemption feature when the conversion price is not greater than $8.53 per share, and a traditional conversion option when the conversion price is greater than $8.53 per share. (d) Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of an initial public offering. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. (e) Automatic conversion of outstanding principal and unpaid accrued interest upon an event of default under the Credit Agreement. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. (f) In the event of a future non-equity financing prior to the full payment or conversion of the Notes, each lender will have the option to elect for the principal and unpaid accrued interest of each outstanding note to be converted into either (i) the instrument used in the non-equity financing on the same price, or (ii) conversion shares. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the conversion price. The Company assessed the embedded features within the 2021 Notes as detailed above and determined that the automatic conversion feature upon the next equity financing and the redemption upon a corporate transaction (in both cases, when settled in shares at a conversion price less than $8.53 per share) met the definition of a derivative that would require separate accounting from the 2021 Notes. In estimating the fair value of these bifurcated embedded features, the Company concluded that such fair value was de minimis at issuance of the 2021 Notes. The automatic conversion feature upon maturity was assessed to contain a beneficial conversion feature that was recognized at its intrinsic value at the issuance date as a component of additional paid-in The total amortization recorded for both the 2020 and 2021 Notes for the years ended December 31, 2021 and 2020, was $1,750 and $1,651, respectively, and is included within interest expense in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, the Company incurred $246 and $295 of paid-in-kind interest On March 31, 2021, the Company completed the initial closing of a new equity financing for its Series E Preferred Stock. As a result of the closing, both the 2020 Notes and 2021 Notes, including accrued cash and paid-in-kind interest, Series E-1 and Series E-2 Preferred Series E-1 Preferred Series E-2 Preferred As a result of the 2020 Notes converting into shares of Series E Preferred Stock, the carrying value of the debt discount on the 2020 Notes was reversed and recognized as interest expense in the amount of $971 for the year ending December 31, 2021. Capital lease obligations: The aggregate future maturities of debt are as follows: Years Ended December 31, Term loans Capital lease obligations 2022 $ — $ 1,092 2023 — 731 2024 202,671 452 2025 — 146 202,671 2,421 Less: imputed interest — (200 ) Total future maturities $ 202,671 $ 2,221 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity | Note 5. Stockholders’ equity (deficit) Convertible preferred stock (prior to the Business Combination) Prior to the Acquisition Merger, the Company had authorized the issuance of 505,746,770 shares of convertible preferred stock, of which 53,030,270 shares were designated as Series Seed Preferred Stock, 91,549,300 shares were designated as Series A Preferred Stock, 55,452,865 shares were designated as Series B Preferred Stock, 108,459,871 shares were designated as Series C Preferred Stock, 87,412,587 shares were designated as Series D Preferred Stock, 104,841,877 shares were designated as Series E Preferred Stock (collectively, the “Old Starry Preferred Stock”) and 5,000,000 shares were designated as Series Z Preferred Stock (together with “Old Starry Preferred Stock”, the “Convertible Preferred Stock”). On March 31, 2021, the Company completed a Series E Preferred Stock financing round whereby it issued shares of Series E-1 E-2 E-3 E-1 E-2 E-3 On March 29, 2022, the Company issued 4,133,333 shares of Series Z Preferred Stock at a purchase price of $7.50 per share, in exchange for gross cash proceeds of $31,000 in connection with the consummation of the Business Combination. Pursuant to the Merger Agreement, such shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 In connection with the Business Combination, the Convertible Preferred Stock was retroactively adjusted. As of June 30, 2022, there is no Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination. Convertible Preferred Stock Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series Seed $ 0.001 9,761,747 9,761,745 $ 6,990 Series A 0.001 16,852,283 16,852,283 25,946 Series B 0.001 10,207,696 10,207,696 29,910 Series C 0.001 19,965,160 19,965,160 99,989 Series D 0.001 16,090,802 16,090,802 124,915 Series E 0.001 19,299,164 18,751,311 165,434 Series Z 0.001 5,000,000 4,133,333 31,000 97,176,852 95,762,330 $ 484,184 (1) Shares of Old Starry Preferred Stock authorized, issued and outstanding have been adjusted to reflect the exchange of Old Starry common stock for Class A common stock at an exchange of 0.1841 as a result of the Business Combination (see Note 1). Preferred stock (subsequent to the Business Combination) The Company has authorized 10,000,000 shares of preferred stock (the “Preferred Stock”), par value $0.0001, of which none are issued and outstanding at June 30, 2022. Shares of Preferred Stock may be issued from time to time by the board of directors in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions. Class A common stock The Company has authorized 800,000,000 shares of Class A common stock, par value $0.0001, of which 153,393,876 are issued and outstanding at June 30, 2022. Holders of such shares are entitled to one vote for each share of Class A common stock. Such shares confer upon holders the right to receive the payment of dividends when, as and if declared by the Board of Directors, subject to applicable laws and the rights and preferences of any holders of any outstanding series of Preferred Stock. Class X common stock The Company has authorized 50,000,000 shares of Class X common stock, par value $0.0001, of which 9,268,335 are issued and outstanding at June 30, 2022 and held solely by the Company’s Chief Executive Officer and founder. The holder of such shares is entitled to twenty votes for each share of Class X common stock, until the Sunset Date (defined below), and one vote for each share of Class X common stock from and after the Sunset Date. Such shares confer upon the holder the right to receive the payment of dividends when, as and if declared by the Board of Directors, subject to applicable laws and the rights and preferences of any holders of any outstanding series of Preferred Stock. Each share of Class X common stock will: • Convert into one share of Class A common stock at the option of the holder. • Automatically convert into one share of Class A common stock upon a transfer of such share, other than to a Qualified Stockholder (as defined in the Amended and Restated Certificate of Incorporation of Starry Group, as filed as an exhibit to the Annual Report on March 31, 2022). • Automatically convert into one share of Class A common stock upon the earlier of (such date, the “Sunset Date”): (a) the date that is nine months following March 29, 2022 on which the holder (1) is no longer providing services as a member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month period; and (b) the first date after March 29, 2022 as of which the holder has transferred, in the aggregate, more than 75% of the shares of Class X common stock that were held by the holder immediately following the consummation of the Business Combination. Following such conversion, the reissuance of shares of Class X common stock will be prohibited. Non-redemption Pursuant to the non-redemption “Non-Redeeming Non-Redeeming Non-Redeeming “Non-Redemption Non-Redeeming Non-Redemption non-pro Non-Redeeming | |
Starry, Inc [Member] | ||
Stockholders' Equity | Note 5. Stockholders’ equity Convertible preferred stock The Company has authorized the issuance of 92,637,050 shares of convertible preferred stock (“Preferred Stock”), of which 9,761,747 shares are designated as Series Seed Preferred Stock, 16,852,283 shares are designated as Series A Preferred Stock, 10,207,696 shares are designated as Series B Preferred Stock, 19,965,160 are designated as Series C Preferred Stock, 16,090,802 are designated as Series D Preferred Stock, 19,299,164 are designated as Series E Preferred Stock and 2,500,000 are designated as Series Z Preferred Stock (collectively, the “Preferred Stock”). In July 2020, the Company issued 3,958,337 shares of Series D Preferred Stock at a purchase price of $7.77 per share, in exchange for gross cash proceeds of $30,750. In connection with this, the Company incurred issuance costs of approximately $12 during the year ended December 31, 2020. On March 31, 2021, the Company completed a Series E Preferred Stock financing round whereby it issued shares of Series E-1 E-2 E-3 E-1 E-2 E-3 The following summarizes the rights and preferences of the Preferred Stock (terms specific to each respective series of Preferred Stock are identified where relevant): Distributions and liquidation preferences : E-1, E-2 E-3 , $7.77, $7.77, $7.28 a pro-rata basis. Dividends : an as-if-converted basis. Conversion: E-1, E-2, E-3 respectively, subject to adjustment, as defined. Conversion is automatic upon the earlier of (1) the Company’s sale of common stock in a firm commitment underwritten public offering provided that the offering price per share is at least $11.65 per share and the aggregate net proceeds are at least $25,000 or (2) at the election of the majority of preferred stockholders. The conversion price will also be subject to proportional adjustment for events such as stock splits, stock dividends and recapitalization. Voting: Redemption (deemed liquidation events) : a) a merger or consolidation of the Company with or into another entity, unless the shares of stock of the Company continue to represent or are converted into or exchanged for shares of capital stock that represent a majority of voting power of the surviving corporation; or b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of substantially all the assets of the Company. The Company has evaluated the Preferred Stock offerings, its investor registration rights and the rights, preferences and privileges of each series of Preferred Stock and has concluded that there were no embedded features that met the definition of a derivative requiring bifurcation and separate accounting. Additionally, the Company assessed the conversion terms associated with its Preferred Stock and concluded that they did not include beneficial conversion features. The Company has classified Preferred Stock as permanent equity as all deemed liquidation events are within the control of the Company as the common voting shareholders control four of the seven seats of the board of directors and the CEO holds the majority of the common voting shares. In addition, the Company does not currently believe that the related contingent events and the redemption of the Preferred Stock is probable to occur. Therefore, the Company is not currently accreting the Preferred Stock to redemption value, and will only do so if the Preferred Stock becomes probable of redemption in the future. The redemption value of the Series Seed, A, B, C, D E-1, E-2, E-3 Common stock Voting common shares: Non-voting common shares: of Non-Voting Common The following shares of common stock are reserved for future issuance: Voting common Non-voting Conversion of redeemable, convertible preferred stock 91,628,998 — Warrants issued and outstanding — 8,221,123 Stock options issued and outstanding — 8,873,981 Authorized for future grant under 2014 Stock Option and Grant Plan — 334,056 91,628,998 17,439,160 Warrants for non-voting common stock In October 2021, the Company issued the Initial Tranche C Warrants to purchase 2,118,687 shares of non-voting non-voting non-voting de-SPAC de-SPAC de-SPAC The Tranche C Warrants were assessed under ASC 480 and ASC 815 upon issuance and were determined to meet the requirements for liability classification due to the contingent exercisability conditions described above. Accordingly, the Company recorded the grant date fair value for the Tranche C Warrants to warrant liabilities upon the issuance date. The weighted-average estimated grant date fair value of such Tranche C Warrants was $3.21 per share at issuance date (aggregate fair value of $8,428). For the 25% non-contingently de-SPAC In February 2019 and December 2019, the Company issued warrants to purchase shares of non-voting of per share to a lender in connection with the Credit Agreement discussed in Note 4. These non-voting respectively. The estimated grant date fair value of these non-voting warrants was per share at issuance date (aggregate fair value which approximated the estimated fair value of a share of the Company’s common stock on the respective dates of issuance. The fair value of the Company’s common stock is based on certain factors as further discussed in Note 6. In 2018, the Company issued warrants to purchase shares of non-voting common These non-voting common non-voting the issuance date (aggregate fair value of $31). During the year ended December 31, 2020, the performance requirements were met related to an additional 2,000 living units and accordingly, an incremental additional 87,437 warrants vested. In October 2021, the remaining unvested warrants were accelerated and vested in full and immediately exercised. The vesting of such warrants was considered probable both at issuance and at the acceleration date. As a result, no incremental share-based compensation expense was recognized with respect to the 2021 vesting. In September 2017, the Company issued warrants to purchase 92,039 shares of non-voting common These non-voting common these non-voting common The 2019, 2018 and 2017 Warrants were assessed under ASC 480 and ASC 815 upon each respective issuance and were determined to meet the requirements for equity classification. Accordingly, the Company recorded the grant date fair value for the 2018 Warrants and the allocated fair value for the 2019 Warrants (see Note 4) of each respective non-voting common As of December 31, 2021, the following warrants to issue non-voting common Original issuance date Expiration date Exercise Warrants Warrants September 2017 September 2027 $ 0.92 92,039 92,039 February 2019 February 2029 $ 0.01 2,765,887 2,765,887 December 2019 December 2029 $ 0.01 3,244,510 3,244,510 October 2021 October 2031 $ 0.05 2,118,687 529,672 8,221,123 6,632,108 |
Share-based Compensation Expens
Share-based Compensation Expense | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Expense | Note 6. Share-based compensation expense The Company maintains the Starry, Inc. Amended and Restated 2014 Stock Option and Grant Plan (the “Starry Stock Plan”). The Starry Stock Plan provides our employees (including the named executive officers), consultants, directors and other key persons and those of our any subsidiary the opportunity to participate in the equity appreciation of our business through the receipt of stock options to purchase shares of our common stock, restricted stock and restricted stock units. We believe that such awards encourage a sense of proprietorship and stimulate interest in our development and financial success. The Starry Stock Plan is no longer available for use for the grant of future awards, but will continue to govern the terms of awards that were previously granted and that remain outstanding. In connection with the Business Combination, the Board of Directors adopted the Starry Group Holdings, Inc. 2022 Equity Incentive Plan (“Equity Incentive Plan”), under which the Company may grant cash and equity incentive awards to directors, employees (including named executive officers) and consultants. The Equity Incentive Plan became effective on March 29, 2022 and replaced the Starry Stock Plan, allowing the Company to grant up to 22,775,288 shares of Class A common stock. The Board of Directors also adopted the Starry Group Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”) in connection with the Business Combination, under which employees (including named executive officers) may purchase common stock through payroll deductions of up to 20% of their eligible compensation. The ESPP became effective on March 29, 2022 with no activity for the six months ended June 30, 2022. During the six months ended June 30, 2022, pursuant to the Equity Incentive Plan, the Company granted 8,934,371 restricted stock units (“RSUs”) which will vest over a period of four years (the “service-based RSUs”). The estimated grant date fair value of the service-based RSUs granted during the six months ended June 30, 2022 totaled $36,708. As of June 30, 2022, there was approximately $36,670 of unrecognized share-based compensation expense related to the service-based RSUs, which is expected to be recognized over a weighted-average period of 3.8 years. In May 2021 and September 2021, pursuant to the Starry Stock Plan, the Company granted 736,315 and 82,697 shares of RSUs (the “2021 RSUs”), respectively, to employees in exchange for employment services. The 2021 RSUs have a service condition of 4 years and performance condition that is linked to the occurrence of a liquidity event. The liquidity event requirement was to be satisfied on the first to occur of: (1) the day following the expiration of the lock up period that is in effect following a listing event (defined below), provided that a termination event has not occurred prior to such time and (2) the consummation of a sale event. A listing event was defined as (i) an initial public offering or direct listing of any class of common stock of the Company or any parent or subsidiary or successor of the Company formed for the purpose of effecting such transaction or (ii) a merger (or similar transaction) with a special purpose acquisition company, the result of which is that any class of common stock of the Company or the parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities exchange. The grant-date fair value of the RSUs was $1.47 per share. Due to the consummation of the Business Combination on March 29, 2022, the Company has recognized $4,034 of share-based compensation expense for RSUs since the listing event occurred and the satisfaction of the liquidity event will be achieved solely based on the passage of time (i.e., the expiration of the lock up period). As of June 30, 2022, there was approximately $2,638 of unrecognized share-based compensation expense related to the 2021 RSUs, which is expected to be recognized over a weighted-average period of 1.1 years. During the six months ended June 30, 2022 and 2021, the Company granted 0 and 5,141,000 options, respectively, to certain employees which will vest over a period of four years. The estimated grant date fair value of the options granted during the six months ended June 30, 2022 and 2021 totaled $0 and $1,927, respectively. Share-based compensation expense related to stock options for the six months ended June 30, 2022 and 2021 was $627 and $578, respectively, and is included within research and development expense and selling, general and administrative expense on the accompanying condensed consolidated statements of operations. As of June 30, 2022, there was approximately $2,750 of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 2.5 years. | |
Starry, Inc [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Expense | Note 6. Share-based compensation expense In December 2014, the Board of directors and stockholders approved the Starry, Inc. 2014 Stock Option and Grant Plan, which was subsequently amended and restated in November 2016. The Amended and Restated 2014 Stock Option and Grant Plan was amended further in December 2017, March 2019 and March 2021 (as amended, the “2014 Plan”), allowing the Company to grant up to 10,813,498 shares of the Company’s non-voting common and non-employee consultants non-voting common The 2014 Plan is administered by the Board. The selection of participants, allotment of shares, determination of price and other conditions are determined by the Board at its sole discretion in order to attract and retain personnel instrumental to the success of the Company. As of December 31, 2021 and 2020, only stock options and restricted stock awards have been granted to employees, directors, consultants and advisors. Under the 2014 Plan, the option exercise price for all grantees equals the stock’s estimated fair value on the date of the grant. The Board determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors, including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of capital stock and general and industry-specific economic outlook, amongst other factors. The Company believes the fair value of stock options granted to nonemployees is more readily determinable than the fair value of services rendered. The fair value of the underlying common stock will be determined by the Company’s Board until such time the Company’s common stock is listed on an established exchange or national market system. The fair value of each option is estimated on the date of the grant using the Black-Scholes option-pricing model in order to measure the compensation cost associated with the award. This model incorporates certain assumptions for inputs including an expected volatility in the market value of the underlying common stock, expected term, a risk-free interest rate and the expected dividend yield of the underlying common stock. The following assumptions were used for options issued during the years ended December 31, 2021 and 2020: December 31, 2021 2020 Expected volatility 27.8% - 28.2% 24.0% - 28.1% Expected term (in years) 5.4 - 6.1 5.0 - 6.1 Risk-free interest rate 0.8% - 1.1% 0.4% - 1.7% Expected dividend yield $0.00 $0.00 • Expected volatility: • Expected term: Share-Based Payment • Risk-free interest rate: • Expected dividend yield: Employee and nonemployee stock options generally vest over four years, with a maximum term of ten years from the date of grant. The awards become available to the recipient upon the satisfaction of a vesting condition based upon either a period of service or the achievement of a milestone, either of which may be accelerated at the discretion of the Board. Share-based compensation expense is recognized on a straight-line basis over the applicable vesting period. Stock options: Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 8,089,996 $ 1.79 7.3 $ 11,053 Expired (66,616 ) 2.39 Granted 1,295,362 7.23 Exercised (600,943 ) 1.25 Cancelled or forfeited (660,714 ) 3.15 Outstanding at December 31, 2021 8,057,085 $ 2.55 6.5 $ 58,469 Exercisable at January 1, 2021 4,614,863 $ 1.14 6.2 $ 9,371 Exercisable at December 31, 2021 5,262,716 $ 1.47 5.4 $ 44,060 There were no options with an exercise price greater than the market price on December 31, 2021 to exclude from the intrinsic value computation. The intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $3,174 and $618, respectively, as determined on the date of exercise. There were no stock options awarded to non-employees during Share-based compensation expense for the years ended December 31, 2021 and 2020 were $1,310 and $960, respectively, and is included within research and development as well as selling, general and administrative expense on the accompanying consolidated statements of operations. As of December 31, 2021, there was approximately $3,236 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted-average period of 2.4 years. RSUs: |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | Note 7. Property and equipment Property and equipment consisted of the following at June 30, 2022 and December 31, 2021: June 30, 2022 December 31, Distribution system $ 170,406 $ 145,357 Asset retirement obligation 2,387 2,015 Construction in progress 38,847 28,493 Equipment 7,722 6,051 Vehicles 4,207 3,943 Furniture and fixtures 1,335 1,267 Software 3,290 1,452 Leasehold improvements 870 691 229,064 189,269 Less: accumulated depreciation (79,579 ) (60,250 ) Property and equipment, net $ 149,485 $ 129,019 Depreciation expense for the six months ended June 30, 2022 and 2021 totaled approximately $19,645 and $12,973 respectively, and is included within cost of revenues, selling, general and administrative, and research and development expense on the accompanying condensed consolidated statements of operations. | |
Starry, Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | Note 7. Property and equipment Property and equipment consisted of the following at December 31, 2021 and 2020: December 31, 2021 2020 Distribution system $ 142,202 $ 91,719 Asset retirement obligation 2,015 1,232 Construction in progress 28,493 12,496 Equipment 6,051 4,814 Vehicles 3,943 2,875 Site acquisition costs 3,155 2,547 Furniture and fixtures 1,267 1,163 Software 1,452 626 Leasehold improvements 691 596 189,269 118,068 Less: accumulated depreciation (60,250 ) (31,410 ) Property and equipment, net $ 129,019 $ 86,658 Depreciation expense for the years ended December 31, 2021 and 2020 totaled approximately $29,463 and $19,350 respectively, and is included within cost of revenues, selling, general and administrative, and research and development expense on the accompanying consolidated statements of operations. The Company reported $26,372 and $16,676, in 2021 and 2020, respectively, of depreciation related to the deployed assets which comprise its distribution system. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligations | Note 8. Asset retirement obligations The following table summarizes changes in the Company’s asset retirement obligations for the six months ended June 30, 2022: Balance, January 1, 2022 $ 2,387 New asset retirement obligations 372 Accretion expense 144 Balance, June 30, 2022 $ 2,903 Accretion expense associated with asset retirement obligations for the six months ended June 30, 2022 and 2021 totaled approximately $144 and $89, respectively, and is included within selling, general and administrative expense on the accompanying condensed consolidated statements of operations. | |
Starry, Inc [Member] | ||
Asset Retirement Obligations | Note 8. Asset retirement obligations The following table summarizes changes in the Company’s asset retirement obligations for the years ended December 31, 2021 and 2020: Balance, January 1, 2020 $ 703 New asset retirement obligations 582 Accretion expense 114 Balance, December 31, 2020 1,399 New asset retirement obligations 783 Accretion expense 205 Balance, December 31, 2021 $ 2,387 Accretion expense associated with asset retirement obligations is included within selling, general and administrative expenses on the accompanying consolidated statements of operations. |
Warrants and Earnout Shares
Warrants and Earnout Shares | 6 Months Ended |
Jun. 30, 2022 | |
Common Stock Warrants And Earnout Shares [Abstract] | |
Warrants and Earnout Shares | Note 9. Warrants and earnout shares Common stock warrants Pursuant to the FirstMark initial public offering (“IPO”), FirstMark sold 41,400,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 units, at a purchase price of $10.00 per unit. Each unit consisted of one share of FirstMark Class A common stock and one Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 12 months from the closing of the Initial Public Offering. The Public and Private Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. As a result of the Business Combination, both the 13,800,000 Public Warrants and 6,853,333 Private Warrants are redeemable for shares of Class A common stock subject to the below. The Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Common Stock Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. The Company has agreed to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Public Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 (“Reference Value”). • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 • if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The last of the redemption criterion discussed above was established to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise price for a warrant) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the Registration Statement, based on the redemption date and the “fair market value” of shares of Class A common stock, except as otherwise described below; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments” in the Registration Statement); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments” in the Registration Statement), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for the issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. On April 25, 2022, the Company issued a notice (the “Warrant Adjustment Notice”) to holders of the Public Warrants, notifying holders of the following adjustments (the “Warrant Adjustments”), effective after the close of trading on April 22, 2022: • the adjustment to the warrant price of the Public Warrants from $11.50 per 1.2415 shares to $9.13 per 1.2415 shares of Class A common stock; • the adjustment of the $18.00 per share redemption trigger price to $14.29 per share of Class A common stock; and • the adjustment of the $10.00 per share redemption trigger price to $7.94 per share of Class A common stock (representing the Market Value). The Warrant Adjustments were required as a result of (i) Starry Group issuing shares of its Class A common stock and securities exchangeable for shares of Class A common stock at an issue price of $7.50 per share for capital raising purposes in connection with the closing the Business Combination, (ii) the aggregate gross proceeds from such issuances representing more than 60% of the total equity proceeds upon completion of the Business Combination (net of redemptions) and (iii) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination was consummated (such price, the “Market Value”) being below $9.20 per share. The Market Value was determined to be $7.94 per share. Private Warrants The Private Warrants are identical to the Public Warrants underlying the units sold in the IPO, except that the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable The Company evaluated the Private Warrants and the Public Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The Private Warrants and the Public Warrants both contain settlement provisions that preclude them from meeting the derivative exception of being indexed to the Company’s stock. As such, the Company has recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value (see Note 2), with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations at each reporting date. Upon consummation of the Business Combination on March 29, 2022 the combined fair value of both the Public Warrants and Private Warrants was $15,697 and was recorded in APIC (see Note 1). The remeasurement of such warrants as of June 30, 2022 resulted in decreases of $9,707 and $7,229 in fair value for the three and six months ended June 30, 2022 which the Company recorded in other income (expense), net on the condensed consolidated statements of operations. Starry Warrants In connection with entering into the Starry Credit Agreement in February 2019, Old Starry issued the lender warrants to purchase 15,025,563 shares of Old Starry’s non-voting non-voting additional-paid-in re-assessed additional-paid-in In conjunction with the Fifth Amendment, Old Starry entered into a warrant purchase agreement as of October 6, 2021. Old Starry issued to the lenders warrants to purchase 11,509,673 shares of Old Starry’s non-voting non-voting and as a component of the discount recorded against the outstanding debt (for the Initial Tranche C Warrants) and deferred costs (for the Delayed Draw Tranche C Warrants) as the Delayed Draw Tranche C Loan was not outstanding as of December 31, 2021. On January 11, 2022, the Delayed Draw Tranche C Warrants were reclassified from deferred costs to a component of the discount recorded against the outstanding debt upon the draw down of the Delayed Draw Tranche C Loan. On March 29, 2022, such Starry Warrants were net exercised in connection with the Business Combination (see Note 1). Immediately prior to being net exercised, the liability-classified Starry Warrants were adjusted to fair value prior to reclassification to APIC (see Note 2). Earnout Shares Following the Business Combination, 4,128,113 shares of Class A common stock held by certain former equity holders of FirstMark are subject to vesting and forfeiture conditions (the “Earnout Shares”). Of the 4,128,113 Earnout Shares, 2,224,167 shares will vest at such time as a $12.50 stock price level is achieved, 951,973 shares will vest at such time as a $15.00 stock price level is achieved and 951,973 shares will vest at such time as a $17.50 stock price level is achieved, in each case, on or before the fifth anniversary of the consummation of the Business Combination. The “stock price level” will be considered achieved only (a) when the closing price of a share of Class A common stock on the NYSE is greater than or equal to the applicable price for any 20 trading days within a 30 trading day period or (b) the price per share of Class A common stock paid in certain change of control transactions following the consummation of the Business Combination is greater than or equal to the applicable price. Earnout Shares subject to vesting pursuant to the above terms that do not vest in accordance with such terms shall be forfeited and cancelled for no consideration. The Earnout Shares are not redeemable. The Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved. As the vesting event has not yet been achieved, these shares of Class A common stock are treated as contingently recallable and have been excluded from the denominator for the purposes of calculating basic and diluted net loss per share (see Note 13). The Company evaluated the Earnout Shares and concluded that they do not meet the criteria to be classified within stockholders’ equity. The Earnout Shares contain settlement provisions that preclude them from meeting the derivative exception of being indexed to the Company’s stock. As such, the Company has recorded these Earnout Shares as liabilities on the condensed consolidated balance sheet at fair value (see Note 2), with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations at each reporting date. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Starry, Inc [Member] | |
Prepaid Expenses and Oher Current Assets | Note 9. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020: December 31, 2021 2020 Receivable from 2021 Strategic Partner Arrangement (see Note 12) $ 219 $ 259 Prepaid inventory 3,821 143 Prepaid software 797 553 Contract Manufacturer 674 565 Prepaid rent 709 — Other 859 320 Total $ 7,079 $ 1,840 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | Note 10. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Accrued compensation and benefits $ 5,004 $ 4,773 Accrued sales and use tax 7,101 5,860 Accrued purchases of property and equipment 4,304 3,339 Accrued transaction costs 813 3,693 Other 6,659 5,512 Total $ 23,881 $ 23,177 | |
Starry, Inc [Member] | ||
Accrued Expenses and Other Current Liabilities | Note 10. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accrued compensation and benefits $ 4,773 $ 3,633 Accrued sales and use tax 5,860 3,327 Accrued purchases of property and equipment 3,339 2,257 Accrued transaction costs 3,693 — Other 5,512 3,856 Total $ 23,177 $ 13,073 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Taxes | Note 11. Income taxes During the six months ended June 30, 2022 and 2021, the Company recorded no income tax provision for federal or state income taxes. The Company maintained a full valuation allowance on its net deferred tax assets for the six months ended June 30, 2022 and 2021, due to uncertainty regarding future taxable income. | |
Starry, Inc [Member] | ||
Income Taxes | Note 11. Income taxes For the years ended December 31, 2021 and 2020, the Company did not record a tax provision or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist primarily of losses from domestic operations. The significant components of the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax assets: Federal and state net operating loss carryforwards $ 134,609 $ 86,964 Research and development tax credits 6,531 5,269 Debt 2,884 — Capitalized research and development costs 1,588 1,911 Payroll tax deferral 337 655 Reserves and accruals 705 354 Other 104 108 Total deferred tax assets 146,758 95,261 Deferred tax liabilities: Fixed Assets - Depreciation (3,743 ) (1,815 ) Other (224 ) (622 ) Total deferred tax liabilities (3,967 ) (2,437 ) Valuation allowance (142,791 ) (92,824 ) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the Company’s deferred tax assets. As a result, a full valuation allowance of $142,791 and $92,824, respectively, has been established against the deferred tax assets for both years. Management reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased by $49,967 during the year ended December 31, 2021 primarily as a result of increases in the Company’s net operating losses. The Company has federal net operating loss carryforwards of approximately $485,122 of which $49,477 will begin to expire in 2034 and $435,645 can be carried forward indefinitely. The Company also has state net operating loss carryforwards of approximately $488,824, which will begin to expire in 2034. The Company also has federal and state research and development tax credit carryforwards of $4,326 and $2,792, respectively, which begin to expire in 2034 and 2029, respectively. A reconciliation of the income tax expense computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended 2021 2020 Federal statutory rate of 21% 21.0 % 21.0 % State taxes 9.0 6.8 Research & development credits 0.5 1.0 Other (0.5 ) (1.0 ) Change in valuation allowance (30.0 ) (27.8 ) Effective tax rate 0.0 % 0.0 % The Company files a U.S. federal income tax return and various state returns. All tax years since inception remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (IRS) or other authorities if they have or will be used in a future period. The Company is not currently under examination by the IRS or any other jurisdictions for any tax years. The Company’s ability to utilize a portion of its net operating loss and research and development carryforwards is subject to certain limitations under section 382 and 383 of the Internal Revenue Code of 1986, as amended and corresponding provision of state law, due to ownership change that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development credit carryforward before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. As of December 31, 2021 and 2020, the Company has not identified any uncertain tax positions for which reserves would be required. The Company will recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. As of December 31, 2021, no interest or penalties have been accrued. In response to the COVID-19 pandemic, |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | Note 12. Commitments and contingencies 2020 Strategic Partner Arrangement: 10-year 10-year debt service. As of June 30, 2022, the financing obligation was $9,355, of which $679 and $8,676 was included in the current and non-current Operating leases: non-cancelable Purchase Commitments: non-cancelable Advance deposit payments: Legal Proceedings: | |
Starry, Inc [Member] | ||
Commitments and Contingencies | Note 12. Commitments and contingencies 2020 Strategic Partner Arrangement: As of December 31, 2021, the financing obligation was $5,227, of which $525 and $4,702 was included in the current and non-current Operating leases: various non-cancelable agreements. commitments for operating leases with non-cancelable terms 2022 $ 12,546 2023 10,619 2024 6,784 2025 4,338 2026 2,574 Thereafter 1,521 $ 38,382 Total rent expense for the years ended December 31, 2021 and 2020 were $13,583 and $8,011, respectively. Purchase Commitments: into non-cancelable purchase Advance deposit payments: Legal Proceedings: Letter of intent for Agreement and Planned Merger: |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Net Loss Per Share | Note 13. Net loss per share The Company has two classes of common stock authorized: Class A common stock and Class X common stock. The rights of the holders of Class A and Class X common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class X common stock is entitled to twenty votes per share. Each share of Class X common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (36,307 ) $ (38,554 ) $ (89,940 ) $ (79,600 ) Denominator: Weighted average shares outstanding, basic and diluted 162,423,594 36,410,177 102,357,494 36,325,426 Basic and diluted earnings per share: Class A common stock $ (0.22 ) $ (1.06 ) $ (0.88 ) $ (2.19 ) Class X common stock $ (0.22 ) $ (1.06 ) $ (0.88 ) $ (2.19 ) The Company’s potential dilutive securities, which include stock options, RSUs, convertible preferred stock, Earnout Shares and vested warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The weighted-average common shares and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the exchange ratio of approximately 0.1841 (see Note 1). | |
Starry, Inc [Member] | ||
Net Loss Per Share | Note 13. Net loss per share The following table sets forth the computation of the basic and diluted net loss per share: December 31, 2021 2020 Numerator: Net loss attributable to common stockholder $ (166,545 ) $ (125,093 ) Denominator: Weighted average shares outstanding, basic and diluted 36,569,966 35,743,961 Basic and diluted earnings per share: Voting common stock $ (4.55 ) $ (3.50 ) Non-voting common $ (4.55 ) $ (3.50 ) The Company’s potential dilutive securities, which include stock options, convertible preferred stock and vested warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company issued warrants that were contingently exercisable into shares of non-voting common The Company issued convertible notes payable during 2020 that were contingently convertible into shares of non-voting common The number of shares underlying the Company’s outstanding stock options, redeemable, convertible preferred stock and warrants are summarized and disclose in Note 5. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Information | Note 14. Supplemental cash flow information The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets as of June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cash and cash equivalents $ 99,682 $ 84,820 Restricted cash — 30 Restricted cash included in restricted cash and other assets 1,378 1,127 Total cash, cash equivalents and restricted cash shown in the $ 101,060 $ 85,977 The following table provides supplemental cash flow information for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cash paid for interest $ 121 $ 67 Cash paid for taxes $ — $ — The following table provides supplemental disclosures of noncash investing and financing activities for the six months ended June 30, 2022 and 2021: Six Months Ended 2022 2021 Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities $ 13,147 $ 9,855 Unpaid deferred transaction costs included within accounts payable and accrued expenses $ 813 $ — Property and equipment acquired through capital lease obligations $ 1,432 $ 386 Asset retirement obligations associated with deployed equipment $ 372 $ 370 Conversion of convertible notes to Series E Preferred Stock $ — $ 45,584 | |
Starry, Inc [Member] | ||
Supplemental Cash Flow Information | Note 14. Supplemental cash flow information The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the balance sheets as of December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Cash and cash equivalents $ 29,384 $ 25,594 Restricted cash — 110 Restricted cash included in restricted cash and other assets 1,378 1,127 Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows $ 30,762 $ 26,831 The following table provides supplemental cash flow information for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Cash paid for interest $ 132 $ 136 Cash paid for taxes $ — $ — The following table provides supplemental disclosures of noncash investing and financing activities for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities $ 10,991 $ 8,036 Unpaid deferred transaction costs included within accounts payable and accrued expenses $ 4,250 $ — Property and equipment acquired through capital lease obligations $ 1,399 $ 424 Asset retirement obligations associated with deployed equipment $ 783 $ 582 Conversion of convertible notes to Series E Preferred Stock $ 45,584 $ — |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Starry, Inc [Member] | |
Retirement Plan | Note 15. Retirement plan The Company makes available a 401(k) defined contribution savings plan (the “401(k) Plan”) for its employees. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Under such a plan, employees may make voluntary contributions. For the years ended December 31, 2021 and 2020, there was no employer matching contribution made to the 401(k) Plan. |
Redeemable Shares
Redeemable Shares | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Redeemable shares | Note 15. Redeemable shares On March 31, 2022, the Company entered into an agreement with certain debt holders who are also shareholders (the “Optionholders”) of 1,209,029 shares of Class A common stock (the “Shares”) that grants and conveys to the Optionholders the option, in their sole discretion, to participate in a refinancing in full (the “Refinancing”) of the outstanding Term Loans, by providing new senior secured term loans and/or notes (including convertible notes), in each case on a first lien and/or junior lien basis as agreed upon by the parties (and such term loans and/or notes, the “New Debt”), to the Company and/or any of its subsidiaries as the borrower(s) in respect of such refinancing indebtedness (the “New Financing”). For the avoidance of doubt, nothing in the agreement requires the Company to enter into any Refinancing. The agreement also grants and conveys to each Optionholder the following exchange rights: New Debt Exchange In connection with a Refinancing, the Optionholders have the option, in their sole discretion, to exchange all or a portion of their Shares at an agreed value of $8.75 (as appropriately adjusted for any stock split, stock dividend, recapitalization or similar transaction affecting such shares) per share (for the avoidance of doubt, irrespective of the price of which the Class A common stock is trading on the New York Stock Exchange) for an equal principal amount of New Debt (the “New Debt Exchange”). In the event that (i) an Optionholder has exercised the New Debt Exchange but the other financing sources or the administrative agent for the New Financing choose not to permit such Optionholder from participating in the New Financing for any reason, (ii) an Optionholder has elected not to exercise the New Debt Exchange or has exercised the New Debt Exchange for only a portion of its Shares for New Debt or (iii) the terms and conditions of such New Financing are not reasonable satisfactory to such Optionholder, then such Optionholder may require the Company to purchase from such Optionholder all or any portion of its Shares that are not exchange for New Debt at an agreed value of $8.75 (as appropriately adjusted for any stock split, stock dividend, recapitalization or similar transaction affecting such shares) per share (for the avoidance of doubt, irrespective of the price of which the Class A common stock is trading on the New York Stock Exchange). Such repurchase shall be effected substantially concurrently with or prior to consummation of the Refinancing. In the event any Optionholder does not elect to either (i) exchange any portion of its Shares for New Debt or (ii) require that the Company purchase from such Optionholder any portion of its Shares, in each case in connection with a Refinancing, then the agreement shall terminate and be of no further force and effect as of the consummation of such Refinancing. Junior Debt Exchange Prior to the consummation of any Refinancing, the Optionholders have the option, in their sole discretion, to exchange all or any portion of such Shares at an agreed value of $8.75 (as appropriately adjusted for any stock split, stock dividend, recapitalization or similar transaction affecting such shares) per share (for the avoidance of doubt, irrespective of the price of which the Class A common stock is trading on the New York Stock Exchange) for an equal principal amount of unsubordinated unsecured term loans or notes under a new debt facility (the “Junior Debt”) and not, for the avoidance of doubt, issued or incurred under the Starry Credit Agreement (the “Junior Debt Exchange”). Any Junior Debt shall mature on the earliest of the maturity date of the Starry Credit Agreement, the acceleration of the Term Loans in accordance with the Starry Credit Agreement, or the consummation of a Refinancing, and shall bear interest at a rate equal to Term Secured Overnight Financing Rate (“SOFR”) plus 1.00%. The aggregate principal amount of Junior Debt shall not exceed $15,000 and Starry, Inc. will be the borrower. In connection with any Refinancing subsequent to the incurrence or issuance of any Junior Debt, the Company grants and conveys to each Optionholder the irrevocable option, in such Optionholder’s sole discretion, to exchange all or any portion of the principal amount of its Junior Debt on a dollar-for-dollar The Company assessed the embedded conversion features within such Shares and determined that the Junior Debt Exchange, which provides the Optionholders with the right to force a cash redemption prior to any Refinancing event, met the definition of a derivative under ASC 815 and would require separate accounting from the Shares. The Company estimated the fair value of the Junior Debt Exchange based on a Black-Scholes option pricing model (see Note 2) and recorded $5,616 in other liabilities on the condensed consolidated balance sheet as of June 30, 2022 with the offset recorded in other income (expense), net on the condensed consolidated statement of operations for the six months ended June 30, 2022. With respect to the Junior Debt Exchange, the embedded conversion right where the Optionholders could force a cash redemption of such Shares, such Shares were required to be reclassified from permanent equity to temporary equity at the redemption value of $8.75 per Share as of March 31, 2022. As a result, the redemption value of $10,579 was recorded in APIC on the condensed consolidated statement of stockholders’ equity (deficit). Subsequent measurements, if applicable, will be recorded through APIC. With respect to the New Debt Exchange, the Company concluded it did not meet the definition of a derivative and would not require separate accounting from the Shares because the Refinancing event that would trigger a cash redemption is within the Company’s control. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Subsequent Events | Note 16. Subsequent events The Company evaluated all events or transactions that occurred after June 30, 2022 through August 12, 2022, the date the condensed consolidated financial statements were available to be issued. Executive RSUs On July 1, 2022, the Company granted 1,247,001 RSUs to certain executives with a total fair value of $5,474 based on the Company’s Class A common stock market price of $4.39 on the grant date. Such RSUs vest over a four year service period. Common Stock Purchase Agreement On August 8, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), each with CF Principal Investments LLC (“CFPI”), an entity affiliated with Cantor Fitzgerald & Co. relating to a committed equity facility (the “Facility”). Pursuant to the Purchase Agreement, the Company has the right from time to time, at its option, to sell to CFPI up to the lesser of (i) $100.0 million (the “Total Commitment”) in aggregate gross purchase price of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap, defined as 33,344,035 shares of common stock, which is equal to 19.99% of the voting power or number of shares of the Company’s total capital stock issued and outstanding immediately prior to the execution of the Purchase Agreement, subject to certain conditions and limitations set forth in the Purchase Agreement. Sales of Common Stock to CFPI under the Purchase Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions and the trading price of the Common Stock. The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at, which the shares of Common Stock are sold to CFPI. The Company expects to use the proceeds from any sales under the Purchase Agreement for working capital and general corporate purposes. As consideration for CFPI’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to issue shares of Common Stock in an amount equal to $1.0 million based on the closing price of the Common Stock on the New York Stock Exchange on the Upfront Determination Date (as defined in the Purchase Agreement). | Note 16. Subsequent events The Company evaluated all events or transactions that occurred after December 31, 2021 through June 3, 2022, the date the consolidated financial statements were available to be issued. Fifth Amendment Delayed Draw On January 11, 2022, the Company received proceeds of $10,000 in connection with the Delayed Draw Tranche C Loan. In conjunction with the Delayed Draw Tranche C Loan, the Company issued the Delayed Draw Tranche C Warrants to the lenders to purchase 533,275 shares of Nonvoting Starry Common Stock. Merger Agreement Waiver Pursuant to the terms of the merger agreement, the Business Combination was subject to the satisfaction or waiver of certain customary closing conditions. At the time of the execution of the merger agreement, such closing conditions included, among others, that the amount equal to, as of immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”): (A) the funds contained in FirstMark’s trust account; plus (B) all other Cash and Cash Equivalents (as defined in the merger agreement) of New Starry; minus (C) the aggregate amount of cash proceeds required to satisfy the redemption of any shares of FirstMark’s Class A common stock pursuant to the redemption offer (to the extent not already paid as of immediately prior to the Acquisition Merger Effective Time); plus (D) the PIPE Investment actually received by FirstMark or Holdings at or prior to the closing of the Acquisition Merger (the “Acquisition Merger Closing”); plus (E) net cash proceeds actually received by Starry in consideration for the issuance of Additional Funding Shares (as defined in the merger agreement) (including pursuant to the Series Z Subscription Agreements) prior to the Acquisition Merger Closing shall be at least $300.0 million (the “Minimum Cash Condition”). At the time of the execution of the merger agreement, the closing of the PIPE Investment and the Series Z Investment was also subject to the satisfaction or waiver of the closing of the offering of the Convertible Notes. Further, the merger agreement provided that Starry will use reasonable best efforts to deliver payoff letters and related documentation with respect to certain of its indebtedness at least two FirstMark Redemptions Public shareholders redeemed 37,775,801 of FirstMark Class A Common Stock for an aggregate payment of $377,787, resulting in the Company receiving proceeds of $36,245 upon the consummation of the Business Combination on March 29, 2022. PIPE Subscription Agreement On March 25, 2022, the PIPE Subscription Agreement was amended such that the aggregate number of New Starry Class A Common Stock to be sold was increased from 10,900,000 to 14,533,334 New Starry Class A Common Stock and the purchase price per share was decreased from $10.00 to $7.50 per share. On March 29, 2022, the PIPE investors purchased an aggregate of 14,533,334 shares of New Starry Class A Common Stock at $7.50 per share, resulting in aggregate proceeds of $109,000 in the PIPE investment. Series Z Subscription Agreement On March 25, 2022, the Series Z Subscription Agreement was amended such that the aggregate number of Series Z Preferred Stock to be sold was increased from 2,100,000 to 2,800,000 Series Z Preferred Stock and the purchase price per share was decreased from $10.00 to $7.50 per share. In addition, on March 25, 2022, Starry and Tiger Global Private Investment Partners IX, LP (“Tiger”) entered into an additional Series Z Subscription Agreement (the “Tiger Series Z Subscription Agreement”) pursuant to which Tiger agreed to subscribe for 1,333,333 shares of Series Z Preferred Stock at a purchase price per share of $7.50 for a purchase price equal to approximately $10.0 million. On March 29, 2022, the Series Z Investors purchased an aggregate of 4,133,333 shares of Starry Series Z Preferred Stock at $7.50 per share, resulting in aggregate proceeds of $31,000. Seventh Amendment to Credit Agreement On March 26, 2022, the Company entered into a Seventh Amendment to the Credit Agreement. The Seventh Amendment to the Credit Agreement amended and restated an affirmative covenant requiring the Company to provide annual audited financial statements without a “going concern” or like qualification, exception or emphasis. In addition, the Seventh Amendment to the Credit Agreement redefined the term “Change in Control” to exclude the aforementioned Business Combination with respect to contemplating the prepayment penalty. As a result of such amendments, the Company was in compliance with all bank covenants as of December 31, 2021. Without such amendments the Company would have been in default and the outstanding long-term debt balance would be payable upon demand. The lender has retained all other covenant requirements. Tranche C Warrants As the Business Combination occurred prior to April 15, 2022, approximately 75% of the Tranche C warrants, or 1,988,971 million warrants, were no longer subject to vest or become exercisable. See Warrants for non-voting common stock within Note 5. Redeemable Shares On March 31, 2022, the Company entered into an agreement with certain debt holders who are also shareholders (the “Optionholders”) of 1,209,029 shares of Class A common stock (the “Shares”) that grants and conveys to the Optionholders the option, in their sole discretion, to participate in a refinancing in full (the “Refinancing”) of the outstanding Term Loans, by providing new senior secured term loans and/or notes (including convertible notes), in each case on a first lien and/or junior lien basis as agreed upon by the parties (and such term loans and/or notes, the “New Debt”), to the Company and/or any of its subsidiaries as the borrower(s) in respect of such refinancing indebtedness. For the avoidance of doubt, nothing in the agreement requires the Company to enter into any Refinancing. Prior to the consummation of any Refinancing, the Optionholders have the option, in their sole discretion, to exchange all or any portion of such Shares at an agreed value of $8.75 (as appropriately adjusted for any stock split, stock dividend, recapitalization or similar transaction affecting such shares) per share (for the avoidance of doubt, irrespective of the price of which the Class A common stock is trading on the New York Stock Exchange) for an equal principal amount of unsubordinated unsecured term loans or notes under a new debt facility (the “Junior Debt”) and not, for the avoidance of doubt, issued or incurred under the Starry Credit Agreement (the “Junior Debt Exchange”). Any Junior Debt shall mature on the earliest of the maturity date of the Starry Credit Agreement, the acceleration of the Term Loans in accordance with the Starry Credit Agreement, or the consummation of a Refinancing, and shall bear interest at a rate equal to Term Secured Overnight Financing Rate (“SOFR”) plus 1.00%. The aggregate principal amount of Junior Debt shall not exceed $15,000 and Starry, Inc. will be the borrower. In connection with any Refinancing subsequent to the incurrence or issuance of any Junior Debt, the Company grants and conveys to each Optionholder the irrevocable option, in such Optionholder’s sole discretion, to exchange all or any portion of the principal amount of its Junior Debt on a dollar-for-dollar basis for an equal principal amount of New Debt. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Principles of Consolidation | Note 2. Basis of presentation and summary of significant accounting policies Basis of presentation and principles of consolidation : 10-K The accompanying unaudited condensed 10-K During the six months ended June 30, 2022, the Company reevaluated its major asset classes of property and equipment resulting in the reclassification of site acquisition costs to distribution system. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Accounting Policies | Accounting Policies: | |
Emerging Growth Company | Emerging Growth Company : non-emerging | |
Use of Estimates | Use of estimates: | |
Uncertainty of the Coronavirus Pandemic | Uncertainty of the coronavirus pandemic : quarantines Coronavirus Aid, Relief and Economic Security Act As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in these consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. | |
Warrants | Warrants: accounting Distinguishing Liabilities from Equity Derivatives and Hedging re-measured For warrants issued to nonemployees for goods or services, the Company follows guidance issued within ASC 718 to determine whether the share-based payments are equity or liability classified, and are measured at fair value on the grant date. The related expense is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. | |
Earnout shares | Earnout shares: Distinguishing Liabilities from Equity Derivatives and Hedging re-measured | |
Fair Value Measurements | Fair value measurements: Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). • Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing and excess earnings models) The Company believes its valuation methods are appropriate and consistent with those used by other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, warrant liabilities and earnout liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. Liabilities measured at fair value on a recurring basis consisted of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 5,658 $ — $ — $ 5,658 Warrant Liabilities - Private Warrants — 2,810 — 2,810 Other Liabilities - Junior Debt Exchange — — 5,616 5,616 Earnout Liability - Sponsor Earnout Shares — — 9,321 9,321 Total Liabilities: $ 5,658 $ 2,810 $ 14,937 $ 23,405 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 The warrant liability for the Public Warrants (see Note 9) as of June 30, 2022 is included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Warrants (see Note 9) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. The fair value of the Junior Debt Exchange (see Note 15) was estimated using the Black-Scholes option pricing model for a European put option. The key inputs used in the determination of the fair value included current stock price, volatility and expected term. The initial recognition of the fair value of $1,986 was recorded in other liabilities on the condensed consolidated balance sheet and other income (expense), net on the condensed consolidated statements of operations as the incremental fair value received by the Optionholders (as defined in Note 15) was deemed to be a non-pro As of June 30, 2022 the fair value of the Junior Debt Exchange was $5,616, compared to $1,986 and $0 as of March 31, 2022 and December 31, 2021. Such fair value increases were $3,630 and $5,616, respectively, for the three and six months ended June 30, 2022 and were recorded in other income (expense), net on the condensed consolidated statements of operations. The Company measured the fair value of the Junior Debt Exchange on June 30, 2022 with the following assumptions: As of Common stock fair value $ 4.12 Exercise price $ 8.75 Term (in years) 1.65 Volatility 60.00 % Risk-free interest rate 2.88 % Expected dividends 0 % For the valuation of the earnout liability, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the term of the sponsor earnout period. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The initial fair value was recorded in APIC within the condensed consolidated statement of stockholders’ equity (deficit) upon consummation of the Business Combination on March 29, 2022 and the subsequent fair value adjustments were recorded to other income (expense), net on the condensed consolidated statements of operations for the three and six months ended June 30, 2022. As of June 30, 2022 the fair value of the earnout liability was $9,321, compared to $20,881 and $26,095 as of March 31, 2022 and March 29, 2022. Such fair value reductions of the earnout liability were $11,560 and $16,774, respectively, for the three and six months ended June 30, 2022 and were recorded in other income (expense), net on the condensed consolidated statements of operations. The Company re-measured As of Common stock fair value $ 4.12 Term (in years) 4.75 Volatility 60.00 % Risk-free interest rate 2.99 % Expected dividends 0 % The Company previously presented the fair value measurement of the warrant liability for Starry Warrants (see Note 9) as of December 31, 2021 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. Immediately prior to the settlement of such Starry Warrants in connection with the consummation of the Business Combination, the Company re-measured As of March 29, 2022 and December 31, 2021 the fair value of the warrant liability for Starry Warrants was $12,549 and $14,773, respectively. The Company re-measured As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % Upon settlement of such Starry Warrants and issuance of common stock in connection with the consummation of the Business Combination on March 29, 2022, the Company reclassified the warrant liability for Starry Warrants of $12,549 to APIC. There were no transfers between Level 1 and Level 2 in the periods reported. Except for the aforementioned settlement of Starry Warrants, there were no transfers into or out of Level 3 in the periods reported. | |
Recent accounting pronouncements issued, not yet adopted | Recent accounting pronouncements issued, not yet adopted: In February 2016, the FASB issued a new accounting standard, ASC 842, Leases The Company is currently evaluating the impact the new guidance will have on its financial position and results of operations but expects to recognize lease liabilities and right of use assets at the time of adoption. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. The Company is currently assessing the potential impact to the financial statements. The Company is continuing to monitor potential changes to ASC 842 that have been proposed by the FASB and will assess any necessary changes to the implementation process as the guidance is updated. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments 2016-13”), 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): if-converted 2020-06 In October 2020, the FASB issued ASU 2020-10, Codification Improvements 2020-10”), 2020-10 | |
Starry, Inc [Member] | ||
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation : | |
Emerging Growth Company | Emerging Growth Company : to non-emerging growth | |
Use of Estimates | Use of estimates: | |
Uncertainty of the Coronavirus Pandemic | Uncertainty of the coronavirus pandemic : Coronavirus Aid, Relief and Economic Security Act As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in these consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. | |
Warrants | Warrants: Distinguishing Liabilities from Equity Derivatives and Hedging whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently re-measured to For warrants issued to nonemployees for goods or services, the Company follows guidance issued within ASC 718 to determine whether the share-based payments are equity or liability classified, and are measured at fair value on the grant date. The related expense is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. | |
Fair Value Measurements | Fair value measurements: Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). • Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing and excess earnings models) The Company believes its valuation methods are appropriate and consistent with those used by other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, convertible notes payable and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and convertible notes payable approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. The warrant liabilities were initially and subsequently measured at fair value using a Black-Scholes model at each measurement date based on Level 3 inputs. As of October 6, 2021 (the issuance date) and December 31, 2021, the fair value of the warrant liabilities was $14,773. The following table provides quantitative information regarding the Level 3 fair value measurement inputs: As of October 6, 2021 As of December 31, 2021 Exercise price $ 0.05 $ 0.05 Common stock fair value $ 9.83 $ 9.83 Term (in years) 10.0 9.8 Volatility 27.56 % 27.56 % Risk-free interest rate 1.53 % 1.52 % Expected dividends 0 % 0 % | |
Segment information | Segment information: Segm ent Reporting single | |
Concentration of credit risk | Concentration of credit risk: With respect to accounts receivable, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. Substantially all of the Company’s trade accounts receivables are with commercial customers. Concentration of credit risk are limited due to the number of the Company’s customers as well as their dispersion across different geographic regions. | |
Cash and cash equivalents | Cash and cash equivalents: | |
Restricted cash | Restricted cash: or non-current asset | |
Accounts receivable, net | Accounts receivable, net: | |
Deferred costs | Deferred costs: As of December 31, 2021, deferred costs also consist of $1,824 in deferred charge assets, primarily comprised of the $1,695 in Delayed Draw Tranche C Warrants contingently issuable in connection with the Fifth Amendment (see Note 4). | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets: | |
Property and equipment, net: | Property and equipment, net: Property and equipment are depreciated or amortized using the straight-line method, based upon the following estimated useful lives: Equipment 3 years Furniture and fixtures 3 years Software 3 years Vehicles 4 years Leasehold improvements shorter of lease term or 5 years Site acquisition costs 5 years Distribution system 3 -10 years Asset retirement obligation 10 years Construction-in-process N/ Major renewals and improvements are capitalized while replacements and maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations as a component of cost of revenues or selling, general and administrative expenses, depending on the nature of the property and equipment. | |
Impairment of long-lived assets | Impairment of long-lived assets ASC 360-10, Impairment or Disposal of Long-Lived Assets | |
Intangible assets | Intangible assets: Company re-evaluates the The FCC licenses are tested for potential impairment annually, as of October 1, or more frequently if impairment indicators are present. ASC 350, Intangibles – Goodwill and Other | |
Asset retirement obligations | Asset retirement obligations: Asset Retirement and Environmental Obligations The Company records the net present value of the ARO liability and a related capital asset, in an equal amount, for contracts which result in an ARO. The estimated ARO liability is based on a number of assumptions, including costs to remove deployed equipment, expected life, inflation rates and discount rates. Accretion expense related to the ARO liability is recognized as a component of selling, general and administrative expense in the accompanying consolidated statements of operations. Upon ARO fulfillment, any difference between actual retirement expense incurred and the recorded estimated ARO liability is recognized as a gain or loss in the accompanying consolidated statements of operations as a component of other income (expense). For the years ended December 31, 2021 and 2020, there were no settlements of the ARO liabilities. | |
Revenues | Revenues: Revenue from Contracts with Customers • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied The Company delivers high-quality and affordable broadband internet access to its customers using innovative, proprietary wideband hybrid fiber wireless technology and related support on a subscription basis. The Company’s subscription rate for such services is a per month fixed price for service without limitations on usage. The majority of customers are individual users who may also receive subsidized internet services through federal subsidies such as the Emergency Broadband Benefit (“EBB”) program, but a small amount are commercial arrangements where a building owner is the party who we contract with and pays for all the units in a building or for the units utilizing the service. | |
Income taxes | Income taxes: The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. The Company uses a two-step approach the more-likely-than-not recognition more-likely-than-not recognition | |
Share-based compensation | Share-based compensation: Compensation – Stock Compensation The Company or its assignees have the right, but not the obligation, upon the termination of employment of an employee or termination of the service relationship of a non-employee, in of non-employee, or a grantee-by-grantee basis. any ex-employee or non-employee. Therefore, The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions to determine the fair value of stock-based awards. These assumptions include estimating (a) the length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) the volatility of the Company’s common stock price over the expected term, (c) expected dividends, (d) the fair value of common stock and (e) the risk-free interest rate. The Company has elected to recognize forfeitures in the period in which they occur. The Company recognizes compensation cost on a straight-line basis over the requisite service period of the awards for employees, which is typically the four-year for non-employee. The assumptions used in the Black-Scholes model are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment (see Note 6). As a result, if other assumptions had been used, the recorded share-based compensation expense could have been materially different from that depicted in the consolidated financial statements. | |
Advertising costs | Advertising costs: | |
Research and development expense | Research and development expense: | |
Sale-leasebacks | Sale-leasebacks: | |
Recent accounting pronouncements issued, not yet adopted | Recent accounting pronouncements issued, not yet adopted: In February 2016, the FASB issued a new accounting standard, ASC 842, Leases The Company is currently evaluating the impact the new guidance will have on its financial position and results of operations but expects to recognize lease liabilities and right of use assets at the time of adoption. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. The Company is currently assessing the potential impact to the financial statements. The Company is continuing to monitor potential changes to ASC 842 that have been proposed by the FASB and will assess any necessary changes to the implementation process as the guidance is updated. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”), which, ASU 2016-13 is In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the if-converted method. ASU 2021-06 is In October 2020, the FASB issued ASU 2020-10, Codification Improvements (“ASU 2020-10”), which ASU 2020-10 is |
Description of Business (Tables
Description of Business (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination | The following summarizes the shares of Class A common stock and Class X common stock issued and outstanding immediately after the Business Combination as of March 29, 2022: Starry equity holders (1) 140,062,611 86 % FirstMark founder shares (2) (3) 2,677,500 2 % FirstMark public stockholders (3) 4,921,551 3 % PIPE Investors (3) 14,533,334 9 % Starry common stock immediately after the Business Combination 162,194,996 100 % (1) Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units. (2) Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9). (3) The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item “Business Combination transaction, net of transaction costs and assumed liabilities”. |
Schedule Of Business Combination, Net of Transaction Costs and Assumed Liabilities | In aggregate the amount recorded in APIC was $110,930 as shown below: Cash - FirstMark trust and cash $ 36,282 Cash - PIPE investors (including Series Z) 140,000 Gross proceeds 176,282 Less: transaction costs paid during the period (15,743 ) Net proceeds from the Business Combination 160,539 Less: Series Z Preferred Stock (1) (31,000 ) Less: warrant liabilities issued (15,697 ) Less: repayment of note assumed in the Business Combination (1,200 ) Less: net transaction costs reclassed to equity, including accrued transaction costs at June 30, 2022 (1,475 ) Less: issuance of non-redemption (42 ) Less: net liabilities assumed from the Business Combination (195 ) Business Combination, net of transaction costs and assumed liabilities on the Statement of Changes in Stockholders’ Equity (Deficit) $ 110,930 (1) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Liabilities Measured at Fair Value on Recurring Basis | Liabilities measured at fair value on a recurring basis consisted of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 5,658 $ — $ — $ 5,658 Warrant Liabilities - Private Warrants — 2,810 — 2,810 Other Liabilities - Junior Debt Exchange — — 5,616 5,616 Earnout Liability - Sponsor Earnout Shares — — 9,321 9,321 Total Liabilities: $ 5,658 $ 2,810 $ 14,937 $ 23,405 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 | |
Schedule of Remeasured Liability to Its Estimated Fair Value | The Company measured the fair value of the Junior Debt Exchange on June 30, 2022 with the following assumptions: As of Common stock fair value $ 4.12 Exercise price $ 8.75 Term (in years) 1.65 Volatility 60.00 % Risk-free interest rate 2.88 % Expected dividends 0 % re-measured As of Common stock fair value $ 4.12 Term (in years) 4.75 Volatility 60.00 % Risk-free interest rate 2.99 % Expected dividends 0 % re-measured As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % | |
Starry, Inc [Member] | ||
Schedule of Remeasured Liability to Its Estimated Fair Value | The following table provides quantitative information regarding the Level 3 fair value measurement inputs: As of October 6, 2021 As of December 31, 2021 Exercise price $ 0.05 $ 0.05 Common stock fair value $ 9.83 $ 9.83 Term (in years) 10.0 9.8 Volatility 27.56 % 27.56 % Risk-free interest rate 1.53 % 1.52 % Expected dividends 0 % 0 % | |
Schedule Of Property Plant And Equipment Useful Life | Property and equipment are depreciated or amortized using the straight-line method, based upon the following estimated useful lives: Equipment 3 years Furniture and fixtures 3 years Software 3 years Vehicles 4 years Leasehold improvements shorter of lease term or 5 years Site acquisition costs 5 years Distribution system 3 -10 years Asset retirement obligation 10 years Construction-in-process N/ |
Revenue recognition (Tables)
Revenue recognition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Unearned Revenue | The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. If revenue has not yet been recognized, a contract or deposit liability (unearned revenue) is recorded. Unearned Revenue Balance, December 31, 2021 $ 1,630 Change, net 947 Balance, June 30, 2022 $ 2,577 | |
Starry, Inc [Member] | ||
Schedule of Unearned Revenue | The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. If revenue is re Unearned Revenue December 31, 2020 $ 1,169 Change 461 December 31, 2021 $ 1,630 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Schedule of Carrying Value of Debt | At June 30, 2022 and December 31, 2021, the carrying value of debt was as follows: As of June 30, December 31, Gross term loans $ 224,545 $ 202,671 Strategic Partner Arrangement (see Note 12) 9,355 5,227 Capital lease obligations 3,071 2,221 236,971 210,119 Less unamortized debt discount on term loans (15,441 ) (17,019 ) Less current portion of debt (1,861 ) (1,504 ) Debt, net of current portion $ 219,669 $ 191,596 | |
Starry, Inc [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of Carrying Value of Debt | At December 31, 2021 and 2020, the carrying value of debt was as follows: As of December 31, 2021 December 31, 2020 Gross term loans $ 202,671 $ 144,877 Convertible notes payable, net of unamortized discount at December 31, 2021 and 2020 of $0 and $2,282, respectively — 29,256 Strategic Partner Arrangement (see Note 12) 5,227 1,722 Capital lease obligations 2,221 1,609 210,119 177,464 Less unamortized debt discount on term loans (17,019 ) (13,657 ) Less current portion of debt (1,504 ) (29,875 ) Debt, net of current portion $ 191,596 $ 133,932 | |
Schedule of Maturities of Long-term Debt | The aggregate future maturities of debt are as follows: Years Ended December 31, Term loans Capital lease obligations 2022 $ — $ 1,092 2023 — 731 2024 202,671 452 2025 — 146 202,671 2,421 Less: imputed interest — (200 ) Total future maturities $ 202,671 $ 2,221 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Convertible Preferred Stock | The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination. Convertible Preferred Stock Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series Seed $ 0.001 9,761,747 9,761,745 $ 6,990 Series A 0.001 16,852,283 16,852,283 25,946 Series B 0.001 10,207,696 10,207,696 29,910 Series C 0.001 19,965,160 19,965,160 99,989 Series D 0.001 16,090,802 16,090,802 124,915 Series E 0.001 19,299,164 18,751,311 165,434 Series Z 0.001 5,000,000 4,133,333 31,000 97,176,852 95,762,330 $ 484,184 (1) Shares of Old Starry Preferred Stock authorized, issued and outstanding have been adjusted to reflect the exchange of Old Starry common stock for Class A common stock at an exchange of 0.1841 as a result of the Business Combination (see Note 1). | |
Starry, Inc [Member] | ||
Summary of the common stock are reserved for future issuance | The following shares of common stock are reserved for future issuance: Voting common Non-voting Conversion of redeemable, convertible preferred stock 91,628,998 — Warrants issued and outstanding — 8,221,123 Stock options issued and outstanding — 8,873,981 Authorized for future grant under 2014 Stock Option and Grant Plan — 334,056 91,628,998 17,439,160 | |
Summary of Warrant to Issue Non Voting Common Shares | As of December 31, 2021, the following warrants to issue non-voting common Original issuance date Expiration date Exercise Warrants Warrants September 2017 September 2027 $ 0.92 92,039 92,039 February 2019 February 2029 $ 0.01 2,765,887 2,765,887 December 2019 December 2029 $ 0.01 3,244,510 3,244,510 October 2021 October 2031 $ 0.05 2,118,687 529,672 8,221,123 6,632,108 |
Share-based Compensation Expe_2
Share-based Compensation Expense (Tables) - Starry, Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Valuation Assumptions | The following assumptions were used for options issued during the years ended December 31, 2021 and 2020: December 31, 2021 2020 Expected volatility 27.8% - 28.2% 24.0% - 28.1% Expected term (in years) 5.4 - 6.1 5.0 - 6.1 Risk-free interest rate 0.8% - 1.1% 0.4% - 1.7% Expected dividend yield $0.00 $0.00 |
Schedule of Stock Options Activity | Stock options: Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 8,089,996 $ 1.79 7.3 $ 11,053 Expired (66,616 ) 2.39 Granted 1,295,362 7.23 Exercised (600,943 ) 1.25 Cancelled or forfeited (660,714 ) 3.15 Outstanding at December 31, 2021 8,057,085 $ 2.55 6.5 $ 58,469 Exercisable at January 1, 2021 4,614,863 $ 1.14 6.2 $ 9,371 Exercisable at December 31, 2021 5,262,716 $ 1.47 5.4 $ 44,060 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following at June 30, 2022 and December 31, 2021: June 30, 2022 December 31, Distribution system $ 170,406 $ 145,357 Asset retirement obligation 2,387 2,015 Construction in progress 38,847 28,493 Equipment 7,722 6,051 Vehicles 4,207 3,943 Furniture and fixtures 1,335 1,267 Software 3,290 1,452 Leasehold improvements 870 691 229,064 189,269 Less: accumulated depreciation (79,579 ) (60,250 ) Property and equipment, net $ 149,485 $ 129,019 | |
Starry, Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2021 and 2020: December 31, 2021 2020 Distribution system $ 142,202 $ 91,719 Asset retirement obligation 2,015 1,232 Construction in progress 28,493 12,496 Equipment 6,051 4,814 Vehicles 3,943 2,875 Site acquisition costs 3,155 2,547 Furniture and fixtures 1,267 1,163 Software 1,452 626 Leasehold improvements 691 596 189,269 118,068 Less: accumulated depreciation (60,250 ) (31,410 ) Property and equipment, net $ 129,019 $ 86,658 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation [Line Items] | ||
Summary of Changes in Asset Retirement Obligations | The following table summarizes changes in the Company’s asset retirement obligations for the six months ended June 30, 2022: Balance, January 1, 2022 $ 2,387 New asset retirement obligations 372 Accretion expense 144 Balance, June 30, 2022 $ 2,903 | |
Starry, Inc [Member] | ||
Asset Retirement Obligation [Line Items] | ||
Summary of Changes in Asset Retirement Obligations | The following table summarizes changes in the Company’s asset retirement obligations for the years ended December 31, 2021 and 2020: Balance, January 1, 2020 $ 703 New asset retirement obligations 582 Accretion expense 114 Balance, December 31, 2020 1,399 New asset retirement obligations 783 Accretion expense 205 Balance, December 31, 2021 $ 2,387 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Starry, Inc [Member] | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020: December 31, 2021 2020 Receivable from 2021 Strategic Partner Arrangement (see Note 12) $ 219 $ 259 Prepaid inventory 3,821 143 Prepaid software 797 553 Contract Manufacturer 674 565 Prepaid rent 709 — Other 859 320 Total $ 7,079 $ 1,840 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities Current [Line Items] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Accrued compensation and benefits $ 5,004 $ 4,773 Accrued sales and use tax 7,101 5,860 Accrued purchases of property and equipment 4,304 3,339 Accrued transaction costs 813 3,693 Other 6,659 5,512 Total $ 23,881 $ 23,177 | |
Starry, Inc [Member] | ||
Accrued Liabilities Current [Line Items] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Accrued compensation and benefits $ 4,773 $ 3,633 Accrued sales and use tax 5,860 3,327 Accrued purchases of property and equipment 3,339 2,257 Accrued transaction costs 3,693 — Other 5,512 3,856 Total $ 23,177 $ 13,073 |
Income taxes (Tables)
Income taxes (Tables) - Starry, Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Company's Deferred Tax Assets | The significant components of the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax assets: Federal and state net operating loss carryforwards $ 134,609 $ 86,964 Research and development tax credits 6,531 5,269 Debt 2,884 — Capitalized research and development costs 1,588 1,911 Payroll tax deferral 337 655 Reserves and accruals 705 354 Other 104 108 Total deferred tax assets 146,758 95,261 Deferred tax liabilities: Fixed Assets - Depreciation (3,743 ) (1,815 ) Other (224 ) (622 ) Total deferred tax liabilities (3,967 ) (2,437 ) Valuation allowance (142,791 ) (92,824 ) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax expense computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended 2021 2020 Federal statutory rate of 21% 21.0 % 21.0 % State taxes 9.0 6.8 Research & development credits 0.5 1.0 Other (0.5 ) (1.0 ) Change in valuation allowance (30.0 ) (27.8 ) Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Starry, Inc [Member] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum rental commitments for operating leases with non-cancelable terms 2022 $ 12,546 2023 10,619 2024 6,784 2025 4,338 2026 2,574 Thereafter 1,521 $ 38,382 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (36,307 ) $ (38,554 ) $ (89,940 ) $ (79,600 ) Denominator: Weighted average shares outstanding, basic and diluted 162,423,594 36,410,177 102,357,494 36,325,426 Basic and diluted earnings per share: Class A common stock $ (0.22 ) $ (1.06 ) $ (0.88 ) $ (2.19 ) Class X common stock $ (0.22 ) $ (1.06 ) $ (0.88 ) $ (2.19 ) | |
Starry, Inc [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share: December 31, 2021 2020 Numerator: Net loss attributable to common stockholder $ (166,545 ) $ (125,093 ) Denominator: Weighted average shares outstanding, basic and diluted 36,569,966 35,743,961 Basic and diluted earnings per share: Voting common stock $ (4.55 ) $ (3.50 ) Non-voting common $ (4.55 ) $ (3.50 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets as of June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cash and cash equivalents $ 99,682 $ 84,820 Restricted cash — 30 Restricted cash included in restricted cash and other assets 1,378 1,127 Total cash, cash equivalents and restricted cash shown in the $ 101,060 $ 85,977 | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cash paid for interest $ 121 $ 67 Cash paid for taxes $ — $ — | |
Schedule of Noncash Investing and Financing Activities | The following table provides supplemental disclosures of noncash investing and financing activities for the six months ended June 30, 2022 and 2021: Six Months Ended 2022 2021 Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities $ 13,147 $ 9,855 Unpaid deferred transaction costs included within accounts payable and accrued expenses $ 813 $ — Property and equipment acquired through capital lease obligations $ 1,432 $ 386 Asset retirement obligations associated with deployed equipment $ 372 $ 370 Conversion of convertible notes to Series E Preferred Stock $ — $ 45,584 | |
Starry, Inc [Member] | ||
Schedule of Cash, Cash Equivalents and Restricted Cash | The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the balance sheets as of December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Cash and cash equivalents $ 29,384 $ 25,594 Restricted cash — 110 Restricted cash included in restricted cash and other assets 1,378 1,127 Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows $ 30,762 $ 26,831 | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Cash paid for interest $ 132 $ 136 Cash paid for taxes $ — $ — | |
Schedule of Noncash Investing and Financing Activities | The following table provides supplemental disclosures of noncash investing and financing activities for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities $ 10,991 $ 8,036 Unpaid deferred transaction costs included within accounts payable and accrued expenses $ 4,250 $ — Property and equipment acquired through capital lease obligations $ 1,399 $ 424 Asset retirement obligations associated with deployed equipment $ 783 $ 582 Conversion of convertible notes to Series E Preferred Stock $ 45,584 $ — |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 29, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Business Acquisition [Line Items] | ||||||
Merger agreement date | Oct. 06, 2021 | |||||
Gross proceeds upon consummation of business combination | $ 160,539 | $ 0 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Conversion of preferred stock terms | each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one basis; | |||||
Gross proceeds from business combination | $ 176,282 | |||||
Business Combination, net of transaction costs and assumed liabilities on the Statement of changes in Stockholders' equity | 110,930 | |||||
Starry, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Merger agreement date | Oct. 06, 2021 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Conversion of preferred stock terms | each share of then-outstanding Starry Series Z Preferred Stock will convert automatically into the right to receive shares of New Starry Class A Common Stock on a one-to-one basis | |||||
Common Stock, Shares, Outstanding | shares | 37,178,873 | 36,155,835 | ||||
Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
One time incentive payment transaction costs and legal expenses | $ 0 | $ 2,973 | ||||
Additional Paid-in Capital | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, net of transaction costs and assumed liabilities on the Statement of changes in Stockholders' equity | 110,930 | |||||
FirstMark | ||||||
Business Acquisition [Line Items] | ||||||
Gross proceeds upon consummation of business combination | 37 | |||||
Gross proceeds from business combination | 36,282 | |||||
Transaction costs | 17,532 | 17,532 | ||||
Business combination transaction cost incurred and paid | 967 | 967 | ||||
Business combination combined transaction costs | 18,499 | 18,499 | ||||
FirstMark | Derivative Instruments | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | 314 | 314 | ||||
FirstMark | Additional Paid-in Capital | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | $ 17,218 | $ 17,218 | ||||
PIPE Investors (including Series Z) | ||||||
Business Acquisition [Line Items] | ||||||
Gross proceeds from business combination | 140,000 | |||||
Trust Account | ||||||
Business Acquisition [Line Items] | ||||||
Gross proceeds upon consummation of business combination | $ 36,245 | |||||
Convertible Notes investors [Member] | Starry, Inc [Member] | Convertible Notes [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Principal amount of Convertible Notes | $ 150,000 | |||||
Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Conversion of preferred stock ratio | 0.1841 | 0.1841 | ||||
Common Stock, Shares, Outstanding | shares | 153,393,876 | 153,393,876 | 0 | |||
Common stock exchange ratio | 0.1841 | |||||
Class A Common Stock | PIPE investors | ||||||
Business Acquisition [Line Items] | ||||||
Purchase of shares | shares | 14,533,334 | |||||
Purchase price per share | $ / shares | $ 7.5 | |||||
Aggregate proceeds amount | $ 109,000 | |||||
Class A Common Stock | PIPE investors | Starry, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase of shares | shares | 10,900,000 | |||||
Aggregate proceeds amount | $ 109,000 | |||||
Series Z Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of preferred stock terms | shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 | |||||
Series Z Preferred Stock | Series Z Investors [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase of shares | shares | 4,133,333 | |||||
Purchase price per share | $ / shares | $ 7.5 | |||||
Aggregate proceeds amount | $ 31,000 | |||||
Series Z Preferred Stock | Series Z Investors [Member] | Starry, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase of shares | shares | 2,100,000 | |||||
Purchase price per share | $ / shares | $ 10 | |||||
Aggregate proceeds amount | $ 21,000 | |||||
Series Z Preferred Stock | PIPE investors | Starry, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price per share | $ / shares | $ 10 | |||||
Class X Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | shares | 9,268,335 | 9,268,335 | 9,268,335 | 0 | ||
Series Z Subscription Agreement | Series Z Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Common stock, par value | $ / shares | $ 0.001 | |||||
Conversion of preferred stock ratio | 1 | |||||
Series Z Subscription Agreement | Series Z Preferred Stock | Starry, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Merger Agreement Waiver | ||||||
Business Acquisition [Line Items] | ||||||
Gross proceeds upon consummation of business combination | $ 36,282 | |||||
Merger Agreement Waiver | FirstMark | ||||||
Business Acquisition [Line Items] | ||||||
Common stock held by public stockholders | shares | 4,921,551 | |||||
Merger Agreement Waiver | Class A Common Stock | FirstMark | ||||||
Business Acquisition [Line Items] | ||||||
Common stock conversion ratio | 1 | 1 |
Description of Business - Sched
Description of Business - Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination (Details) - Class A Common Stock and Class X Common Stock | Mar. 29, 2022 shares | |
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after the Business Combination | 162,194,996 | |
Starry common stock outstanding immediately after the Business Combination | 162,194,996 | |
Starry common stock immediately after the Business Combination percentage | 100% | |
Starry Equityholders | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after the Business Combination | 140,062,611 | [1] |
Starry common stock outstanding immediately after the Business Combination | 140,062,611 | [1] |
Starry common stock immediately after the Business Combination percentage | 86% | [1] |
FirstMark Founder Shares | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after the Business Combination | 2,677,500 | [2],[3] |
Starry common stock outstanding immediately after the Business Combination | 2,677,500 | [2],[3] |
Starry common stock immediately after the Business Combination percentage | 2% | [2],[3] |
FirstMark Public Stockholders | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after the Business Combination | 4,921,551 | [3] |
Starry common stock outstanding immediately after the Business Combination | 4,921,551 | [3] |
Starry common stock immediately after the Business Combination percentage | 3% | [3] |
PIPE investors | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after the Business Combination | 14,533,334 | [3] |
Starry common stock outstanding immediately after the Business Combination | 14,533,334 | [3] |
Starry common stock immediately after the Business Combination percentage | 9% | [3] |
[1]Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units.[2]Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9).[3]The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item “Business Combination transaction, net of transaction costs and assumed liabilities”. |
Description of Business - Sch_2
Description of Business - Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination (Parenthetical) (Details) - shares | 6 Months Ended | |
Mar. 29, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Earnout shares | 4,128,113 | 4,128,113 |
Common Class A | ||
Business Acquisition [Line Items] | ||
Number of underlying common Stock for outstanding stock options and restricted stock units | 45,918,159 |
Description of Business - Sch_3
Description of Business - Schedule Of Business Combination, Net of Transaction Costs and Assumed Liabilities (Details) $ in Thousands | Mar. 29, 2022 USD ($) | |
Business Acquisition [Line Items] | ||
Gross proceeds | $ 176,282 | |
Less: transaction costs paid during the period | (15,743) | |
Net Proceeds from the Business Combination | 160,539 | |
Less: Series Z Preferred Stock | (31,000) | [1] |
Less: warrant liabilities issued | (15,697) | |
Less: repayment of note assumed in the Business Combination | (1,200) | |
Less: net transaction costs reclassed to equity, including accrued transaction costs at June 30, 2022 | (1,475) | |
Less: issuance of non-redemption shares | (42) | |
Less: net liabilities assumed from the Business Combination | (195) | |
Business Combination, net of transaction costs and assumed liabilities on the Statement of Changes in Stockholders' Equity (Deficit) | 110,930 | |
FirstMark trust and cash | ||
Business Acquisition [Line Items] | ||
Gross proceeds | 36,282 | |
PIPE Investors (including Series Z) | ||
Business Acquisition [Line Items] | ||
Gross proceeds | $ 140,000 | |
[1]The conversion of Series Z Preferred Stock is reflected separately from the Business Combination on the Statement of Changes in Stockholders’ Equity. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 29, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) Segment | Dec. 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | Oct. 06, 2021 USD ($) | |
Accounting Policies [Line Items] | ||||||||
Fair value of earnout liability | $ 26,095,000 | $ 9,321,000 | $ 9,321,000 | $ 20,881,000 | ||||
Reduction in fair value of earnout liability | 11,560,000 | 16,774,000 | ||||||
Fair value liabilities level 1 to level 2 transfers amount | $ 0 | 0 | 0 | $ 0 | ||||
Fair value liabilities level 2 to level 1 transfers amount | 0 | 0 | 0 | 0 | ||||
Fair value liabilities transfer into level 3 | 0 | 0 | ||||||
Fair value liabilities transfer out of level 3 | 0 | $ 0 | ||||||
Share based compensation arrangement by share based payment award, Award vesting period | 4 years | |||||||
Starry, Inc [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of Operating Segments | Segment | 1 | |||||||
Cash, FDIC Insured amount | 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||||
Accounts receivable, Allowance for credit loss, Current | 147,000 | 147,000 | 117,000 | |||||
Accounts receivable, Credit loss expense reversal | 154,000 | |||||||
Accounts receivable, Allowance for credit loss, Writeoff | 124,000 | 0 | ||||||
Deferred offering costs | 5,225,000 | 5,225,000 | 0 | |||||
Deferred charge assets | $ 1,824,000 | 1,824,000 | ||||||
Impairment of long lived assets to be disposed of | 0 | 0 | ||||||
License agreement, Term | 10 years | |||||||
Asset retirement obligation, Liabilities settled | 0 | 0 | ||||||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | |||||
Repurchase right, Exercise terms | This repurchase right may be exercised by the Company within the later of six months following the date of termination of employment in the case of an employee, or termination of service relationship in the case of non-employee, or seven months after the acquisition of such Purchased Shares upon exercise of the underlying options. | |||||||
Share based compensation arrangement by share based payment award, Award vesting period | 4 years | |||||||
Year of expiry of leases | 2026 | |||||||
Starry, Inc [Member] | Selling, General and Administrative Expenses | ||||||||
Accounting Policies [Line Items] | ||||||||
Advertising expense | $ 2,977,000 | $ 1,344,000 | ||||||
Starry, Inc [Member] | Maximum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Income tax examination, Percentage likely to be sustained | 50% | |||||||
Starry, Inc [Member] | Minimum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Income tax examination, Percentage likely to be sustained | 50% | |||||||
Starry, Inc [Member] | Warrant [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Fair value of warrant liability | 14,773,000 | $ 14,773,000 | $ 14,773,000 | |||||
Starry Warrants | ||||||||
Accounting Policies [Line Items] | ||||||||
Fair value adjustment of warrants | 2,224,000 | |||||||
Fair value of warrant liability | 12,549,000 | 14,773,000 | 14,773,000 | |||||
Reclassification of warrant liability to APIC | $ 12,549,000 | |||||||
Other Liabilities - Junior Debt Exchange | ||||||||
Accounting Policies [Line Items] | ||||||||
Fair value of debt exchange notes | 0 | 5,616,000 | 5,616,000 | 0 | $ 1,986,000 | |||
Other Liabilities - Junior Debt Exchange | Other Income (Expense), Net | ||||||||
Accounting Policies [Line Items] | ||||||||
Increase in fair value of debt exchange notes | 3,630,000 | 5,616,000 | ||||||
Other Liabilities - Junior Debt Exchange | Other Liabilities [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Fair value of debt exchange notes | $ 1,986,000 | $ 1,986,000 | ||||||
Delayed Draw Tranche C [Member] | Starry, Inc [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Deferred cost for warrants | $ 1,695,000 | $ 1,695,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities - Junior Debt Exchange | |||
Liabilities: | |||
Total Liabilities: | $ 5,616 | $ 1,986 | $ 0 |
Fair Value, Recurring | |||
Liabilities: | |||
Total Liabilities: | 23,405 | 14,773 | |
Fair Value, Recurring | Warrant Liabilities - Public Warrants | |||
Liabilities: | |||
Total Liabilities: | 5,658 | ||
Fair Value, Recurring | Warrant Liabilities - Private Warrants | |||
Liabilities: | |||
Total Liabilities: | 2,810 | ||
Fair Value, Recurring | Other Liabilities - Junior Debt Exchange | |||
Liabilities: | |||
Total Liabilities: | 5,616 | ||
Fair Value, Recurring | Earnout Liability - Sponsor Earnout Shares | |||
Liabilities: | |||
Total Liabilities: | 9,321 | ||
Fair Value, Recurring | Warrant Liabilities - Starry Warrants | |||
Liabilities: | |||
Total Liabilities: | 14,773 | ||
Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Total Liabilities: | 5,658 | ||
Level 1 | Fair Value, Recurring | Warrant Liabilities - Public Warrants | |||
Liabilities: | |||
Total Liabilities: | 5,658 | ||
Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Total Liabilities: | 2,810 | ||
Level 2 | Fair Value, Recurring | Warrant Liabilities - Private Warrants | |||
Liabilities: | |||
Total Liabilities: | 2,810 | ||
Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Total Liabilities: | 14,937 | 14,773 | |
Level 3 | Fair Value, Recurring | Other Liabilities - Junior Debt Exchange | |||
Liabilities: | |||
Total Liabilities: | 5,616 | ||
Level 3 | Fair Value, Recurring | Earnout Liability - Sponsor Earnout Shares | |||
Liabilities: | |||
Total Liabilities: | $ 9,321 | ||
Level 3 | Fair Value, Recurring | Warrant Liabilities - Starry Warrants | |||
Liabilities: | |||
Total Liabilities: | $ 14,773 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Remeasured Liability to Its Estimated Fair Value (Details) | 6 Months Ended | 12 Months Ended | |||
Mar. 29, 2022 $ / shares | Jun. 30, 2022 $ / shares | Dec. 31, 2021 shares yr $ / shares | Dec. 31, 2020 | Oct. 06, 2021 shares yr | |
Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected dividends | 0% | 0% | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Exercise price | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | shares | 0.05 | 0.05 | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Common stock fair value | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | shares | 9.83 | 9.83 | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Term (in years) | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | yr | 9.8 | 10 | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Volatility | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | 27.56 | 27.56 | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Risk-free interest rate | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | 1.52 | 1.53 | |||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Expected dividends | Starry, Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative Liability, Measurement Input | 0 | 0 | |||
Junior Debt Exchange | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Common stock fair value | $ 4.12 | ||||
Exercise price | $ 8.75 | ||||
Term (in years) | 1 year 7 months 24 days | ||||
Volatility | 60% | ||||
Risk-free interest rate | 2.88% | ||||
Expected dividends | 0% | ||||
Earnout Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Common stock fair value | $ 4.12 | ||||
Term (in years) | 4 years 9 months | ||||
Volatility | 60% | ||||
Risk-free interest rate | 2.99% | ||||
Expected dividends | 0% | ||||
Warrant Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Common stock fair value | $ 1.77 | $ 1.81 | |||
Exercise price | $ 0.01 | $ 0.01 | |||
Term (in years) | 9 years 6 months | 9 years 9 months 18 days | |||
Volatility | 27.57% | 27.56% | |||
Risk-free interest rate | 2.41% | 1.52% | |||
Expected dividends | 0% | 0% |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies -Schedule Of Property Plant And Equipment Useful Life (Detail) - Starry, Inc [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment estimated useful lives | 0 |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 4 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Property plant and equipment estimated useful lives | shorter of lease term |
Site acquisition costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Distribution system [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Distribution system [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Asset retirement obligation [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Revenue recognition - Additiona
Revenue recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reduction in revenue recognized | $ 100 | $ 100 | ||
Other Assets [Member] | ||||
Other assets | $ 826 | $ 826 | $ 252 | |
Other Assets [Member] | Starry Inc [Member] | ||||
Other assets | $ 252 | $ 0 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Unearned Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Balance at the beginning period | $ 1,630 | |
Change, net | 947 | |
Balance at the end of period | 2,577 | $ 1,630 |
Starry, Inc [Member] | ||
Balance at the beginning period | $ 1,630 | 1,169 |
Change, net | 461 | |
Balance at the end of period | $ 1,630 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Debt and lease obligation | $ 236,971 | $ 210,119 | |
Less unamortized debt discount on term loans | (15,441) | (17,019) | |
Less current portion of debt | (1,861) | (1,504) | |
Long-term Debt | 219,669 | 191,596 | |
Starry, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Strategic Partner Arrangement | 5,227 | $ 1,722 | |
Capital lease obligations | 2,221 | 1,609 | |
Debt and lease obligation | 210,119 | 177,464 | |
Less unamortized debt discount on term loans | (17,019) | (13,657) | |
Less current portion of debt | (1,504) | (29,875) | |
Long-term Debt | 191,596 | 133,932 | |
Term Loans | |||
Debt Instrument [Line Items] | |||
Gross term loans | 224,545 | 202,671 | |
Term Loans | Starry, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Gross term loans | 202,671 | 144,877 | |
Convertible Debt [Member] | Starry, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Gross term loans | 0 | $ 29,256 | |
Strategic Partner Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Strategic Partner Arrangement | 9,355 | 5,227 | |
Capital Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Capital lease obligations | $ 3,071 | 2,221 | |
Capital Lease Obligations [Member] | Starry, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Capital lease obligations | $ 2,421 |
Debt - Schedule of Carrying V_2
Debt - Schedule of Carrying Value of Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Debt | Starry, Inc [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, unamortized discount | $ 0 | $ 2,282 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities Of Debt [Line Items] | |||
Long-term Debt | $ 219,669 | $ 191,596 | |
Capital Lease Obligations [Member] | |||
Maturities Of Debt [Line Items] | |||
Capital Lease Obligations | $ 3,071 | 2,221 | |
Starry, Inc [Member] | |||
Maturities Of Debt [Line Items] | |||
Long-term Debt | 191,596 | $ 133,932 | |
Capital Lease Obligations | 2,221 | $ 1,609 | |
Starry, Inc [Member] | Term Loans [Member] | |||
Maturities Of Debt [Line Items] | |||
2022 | 0 | ||
2023 | 0 | ||
2024 | 202,671 | ||
2025 | 0 | ||
Long-term Debt | 202,671 | ||
Less: imputed interest | 0 | ||
Total future maturities | 202,671 | ||
Starry, Inc [Member] | Capital Lease Obligations [Member] | |||
Maturities Of Debt [Line Items] | |||
2022 | 1,092 | ||
2023 | 731 | ||
2024 | 452 | ||
2025 | 146 | ||
Capital Lease Obligations | 2,421 | ||
Less: imputed interest | (200) | ||
Total future maturities | $ 2,221 |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Oct. 06, 2021 USD ($) Warrants shares | Feb. 28, 2019 USD ($) shares | Jan. 31, 2021 USD ($) COMPONENT $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Mar. 31, 2022 | Jun. 30, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Minimum percentage of voting or equity value | 50% | 50% | 50% | ||||||||||
Loss on extinguishment of debt | $ 0 | $ (2,361) | |||||||||||
Component of carrying value of paid-in-kind interest | 12,070 | 8,369 | |||||||||||
Fair value of charge to capital account | 2,791 | ||||||||||||
Interest expense | $ 8,038 | $ 4,926 | 15,568 | 12,581 | |||||||||
Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ (3,727) | $ 0 | |||||||||||
Component of carrying value of paid-in-kind interest | 18,203 | 15,427 | |||||||||||
Interest expense | $ 24,739 | $ 19,382 | |||||||||||
Starry, Inc [Member] | Convertible Note Subscription Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of outstanding warrants payable in cash units | Warrants | 648,902 | ||||||||||||
Reclassification from additional paid in capital to warrants | $ 6,345 | ||||||||||||
Nonvoting Common Stock [Member] | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | shares | 6,632,108 | ||||||||||||
2020 Convertible Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest Rate | 3% | ||||||||||||
Convertible notes payable exchange for cash | $ 31,243 | ||||||||||||
Related party contributed balance | $ 2,349 | ||||||||||||
Debt instrument maturity date | Jun. 04, 2021 | ||||||||||||
2020 Convertible Notes Payable | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest Rate | 3% | ||||||||||||
Convertible notes payable exchange for cash | $ 31,243 | ||||||||||||
Related party contributed balance | $ 2,349 | ||||||||||||
Debt instrument maturity date | Jun. 04, 2021 | ||||||||||||
Additional paid-in-capital and debt discount | $ 3,933 | ||||||||||||
2020 Convertible Notes Payable | Series E Preferred Stock | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 971 | ||||||||||||
2020 Convertible Notes Payable | Series D Preferred Stock [Member] | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of equity financing share price | 20% | ||||||||||||
2020 Convertible Notes Payable | Series D Preferred Stock [Member] | Starry, Inc [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 7.77 | ||||||||||||
2020 Convertible Notes Payable | Series D Preferred Stock [Member] | Starry, Inc [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 8.53 | ||||||||||||
2021 Convertible Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest Rate | 3% | ||||||||||||
Loss on extinguishment of debt | $ 2,361 | ||||||||||||
Amortization of debt discount | 0 | 1,750 | |||||||||||
Convertible notes payable exchange for cash | $ 11,000 | ||||||||||||
Related party contributed balance current | 11,000 | ||||||||||||
Debt instrument maturity date | Oct. 29, 2021 | ||||||||||||
Percentage of equity financing share price | 20% | ||||||||||||
Conversion price per share | $ / shares | $ 1.57 | ||||||||||||
Component of APIC and debt discount | $ 2,791 | ||||||||||||
Number of separate components | COMPONENT | 2 | ||||||||||||
Redemption feature of conversion price | $ / shares | $ 1.57 | ||||||||||||
Debt instrument traditional conversion price | $ / shares | $ 1.57 | ||||||||||||
Related party contributed balance current shareholders | 3,000 | ||||||||||||
Related party contributed balance current another shareholders | 5,000 | ||||||||||||
Component of carrying value of paid-in-kind interest | $ 0 | 246 | |||||||||||
Interest expense | 971 | ||||||||||||
2021 Convertible Notes Payable | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest Rate | 3% | ||||||||||||
Loss on extinguishment of debt | 2,361 | ||||||||||||
Amortization of debt discount | 1,750 | $ 1,651 | |||||||||||
Convertible notes payable exchange for cash | $ 11,000 | ||||||||||||
Related party contributed balance current | 11,000 | ||||||||||||
Debt instrument maturity date | Oct. 29, 2021 | ||||||||||||
Percentage of equity financing share price | 20% | ||||||||||||
Conversion price per share | $ / shares | $ 8.53 | ||||||||||||
Component of APIC and debt discount | $ 2,791 | ||||||||||||
Number of separate components | COMPONENT | 2 | ||||||||||||
Redemption feature of conversion price | $ / shares | $ 8.53 | ||||||||||||
Debt instrument traditional conversion price | $ / shares | $ 8.53 | ||||||||||||
Related party contributed balance current shareholders | 3,000 | ||||||||||||
Related party contributed balance current another shareholders | 5,000 | ||||||||||||
Component of carrying value of paid-in-kind interest | $ 246 | $ 295 | |||||||||||
Fair value of charge to capital account | $ 2,791 | ||||||||||||
2021 Convertible Notes Payable | Convertible Preferred Stock Subject to Mandatory Redemption | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of separate components | COMPONENT | 2 | ||||||||||||
Redemption feature of conversion price | $ / shares | $ 1.57 | ||||||||||||
Debt instrument traditional conversion price | $ / shares | $ 1.57 | ||||||||||||
2021 Convertible Notes Payable | Convertible Preferred Stock Subject to Mandatory Redemption | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of equity financing share price | 20% | ||||||||||||
Conversion price per share | $ / shares | $ 8.53 | ||||||||||||
Number of separate components | COMPONENT | 2 | ||||||||||||
Redemption feature of conversion price | $ / shares | $ 8.53 | ||||||||||||
Debt instrument traditional conversion price | $ / shares | $ 8.53 | ||||||||||||
Starry Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | ||||||||||||
Debt instrument, interest Rate | 11% | 11% | 11% | ||||||||||
Debt instrument, accrued Interest | $ 6,065 | $ 4,139 | $ 11,874 | $ 8,124 | |||||||||
Debt instrument, premium of prepayment percentage | 5% | 5% | |||||||||||
Minimum amount of cash balance maintained with respect to term loan covenant. | $ 15,000 | ||||||||||||
Increase of interest rate | 2% | ||||||||||||
Fair value of repayment feature | $ 11,464 | $ 11,464 | $ 10,412 | ||||||||||
Probability percentage for prepayment | 100% | 100% | |||||||||||
Change in fair value of repayment feature | $ 0 | $ 0 | 1,052 | ||||||||||
Loss on extinguishment of debt | $ 1,366 | ||||||||||||
Effective interest rate | 16.90% | 16.90% | 19.10% | 11.20% | 14.20% | ||||||||
Amortization of debt discount | $ 1,776 | $ 3,402 | |||||||||||
Unamortized debt discount | 15,441 | 15,441 | $ 17,019 | ||||||||||
Starry Credit Agreement [Member] | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | ||||||||||||
Debt instrument, interest Rate | 11% | 11% | |||||||||||
Debt instrument, accrued Interest | $ 17,794 | $ 15,132 | |||||||||||
Minimum amount of cash balance maintained with respect to term loan covenant. | $ 15,000 | ||||||||||||
Increase of interest rate | 2% | ||||||||||||
Fair value of repayment feature | $ 10,412 | 1,850 | |||||||||||
Probability percentage for prepayment | 100% | ||||||||||||
Change in fair value of repayment feature | $ 8,562 | $ 1,850 | |||||||||||
Loss on extinguishment of debt | $ 180 | ||||||||||||
Effective interest rate | 11.20% | 14.20% | 16.90% | 19.10% | |||||||||
Amortization of debt discount | $ 3,516 | $ 2,169 | |||||||||||
Unamortized debt discount | $ 6,917 | $ 9,212 | 17,019 | $ 13,658 | $ 225 | ||||||||
Embedded derivative liability fair value | 0 | ||||||||||||
Warrants Issued On Fair Value Basis | 7,053 | ||||||||||||
Debt issuance costs | $ 742 | $ 905 | $ 1,330 | ||||||||||
Starry Credit Agreement [Member] | Starry, Inc [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, premium of prepayment percentage | 0% | ||||||||||||
Starry Credit Agreement [Member] | Starry, Inc [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, premium of prepayment percentage | 10% | ||||||||||||
Starry Credit Agreement [Member] | Nonvoting Common Stock [Member] | Tranche C Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ 6,733 | ||||||||||||
Starry Credit Agreement [Member] | Nonvoting Common Stock [Member] | Starry, Inc [Member] | Delayed Draw Tranche C [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | shares | 533,275 | 3,244,510 | |||||||||||
Adjustment to additional paid in capital warrants issued | $ 8,307 | ||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ 1,695 | ||||||||||||
Starry Credit Agreement [Member] | Nonvoting Common Stock [Member] | Starry, Inc [Member] | Tranche C Warrants [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | shares | 2,118,687 | ||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ 8,428 | ||||||||||||
Starry Credit Agreement [Member] | Nonvoting Common Stock [Member] | Starry, Inc [Member] | Non Voting Common Stock Warrants Expiring In December Two Thousand Twenty Nine [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | shares | 2,765,887 | ||||||||||||
Adjustment to additional paid in capital warrants issued | $ 6,175 | ||||||||||||
Starry Credit Agreement [Member] | Nonvoting Common Stock [Member] | Starry, Inc [Member] | Non Voting Common Stock Warrants Expiring In December Two Thousand Twenty Nine [Member] | Delayed Draw Tranche C [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | shares | 3,244,510 | ||||||||||||
Starry Credit Agreement [Member] | Tranche One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 27,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche One | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 27,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 22,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche Two | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 22,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche A Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 27,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche A Loan | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 27,500 | ||||||||||||
Starry Credit Agreement [Member] | Delayed Draw Tranche A Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 22,500 | ||||||||||||
Starry Credit Agreement [Member] | Delayed Draw Tranche A Loan | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 22,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche B Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 75,000 | ||||||||||||
Starry Credit Agreement [Member] | Tranche B Loan | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 75,000 | ||||||||||||
Starry Credit Agreement [Member] | Tranche B Loan | Starry, Inc [Member] | Fifth Amendment To The Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | 1,500 | ||||||||||||
Starry Credit Agreement [Member] | Tranche C Loan | Fifth Amendment To The Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 40,000 | ||||||||||||
Starry Credit Agreement [Member] | Tranche C Loan | Starry, Inc [Member] | Fifth Amendment To The Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 40,000 | ||||||||||||
Debt instrument face value | 6,000 | ||||||||||||
Starry Credit Agreement [Member] | Delayed Draw Tranche C Loan [Member] | Fifth Amendment To The Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | 10,000 | ||||||||||||
Starry Credit Agreement [Member] | Delayed Draw Tranche C Loan [Member] | Starry, Inc [Member] | Fifth Amendment To The Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | $ 10,000 | ||||||||||||
Starry Credit Agreement [Member] | Two Thousand Nineteen Equity Warrants Member | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Component of APIC and debt discount | 8,307 | ||||||||||||
Warrants Issued On Fair Value Basis | $ 6,175 | $ 6,175 | |||||||||||
Starry Credit Agreement [Member] | Two Thousand Nineteen Equity Warrants Member | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants Issued On Fair Value Basis | $ 6,175 | $ 8,307 | |||||||||||
Starry Credit Agreement [Member] | Warrants [Member] | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 1,010 | ||||||||||||
Warrants Issued On Fair Value Basis | 5,723 | ||||||||||||
Starry Credit Agreement [Member] | Deferred Financing Costs [Member] | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 176 | ||||||||||||
Starry Credit Agreement [Member] | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, floor rate | 2% | ||||||||||||
Debt instrument applicable margin | 9% | ||||||||||||
Debt instrument, cap rate | 13.25% | ||||||||||||
Starry Credit Agreement [Member] | LIBOR | Starry, Inc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, floor rate | 2% | ||||||||||||
Debt instrument applicable margin | 9% | ||||||||||||
Debt instrument, cap rate | 13.25% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||
Mar. 29, 2022 USD ($) $ / shares shares | Oct. 06, 2021 USD ($) $ / shares shares | Feb. 28, 2019 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2020 USD ($) $ / shares shares | Feb. 28, 2019 $ / shares shares | Sep. 30, 2017 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) VOTE $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 $ / shares shares | Dec. 31, 2018 USD ($) Warrants $ / shares shares | Mar. 28, 2022 $ / shares shares | Mar. 09, 2022 shares | |
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||
Preferred stock, shares issued | 0 | |||||||||||||||
Conversion of preferred stock terms | each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one basis; | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Common stock voting rights | The holder of such shares is entitled to twenty votes for each share of Class X common stock, until the Sunset Date (defined below), and one vote for each share of Class X common stock from and after the Sunset Date. | |||||||||||||||
Recognition of distribution to non-redeeming shareholders | $ | $ 3,888 | $ 0 | ||||||||||||||
Minimum issue price per share of common stock pursuant to firm underwriting for conversion of preferred stock into common stock | $ / shares | $ 11.65 | |||||||||||||||
Minimum proceeds from common stock pursuant to firm underwriting for conversion of preferred stock into common stock | $ | $ 25,000 | |||||||||||||||
Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of preferred stock terms | each share of then-outstanding Starry Series Z Preferred Stock will convert automatically into the right to receive shares of New Starry Class A Common Stock on a one-to-one basis | |||||||||||||||
Common stock, shares authorized | 150,024,203 | 150,024,203 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock, Shares, Issued | 37,178,873 | 36,155,835 | ||||||||||||||
Common Stock, Shares, Outstanding | 37,178,873 | 36,155,835 | ||||||||||||||
2020 Convertible Notes | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Carrying value | $ | $ 31,752 | |||||||||||||||
2020 Convertible Notes | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Carrying value | $ | 31,752 | |||||||||||||||
2021 Convertible Notes | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Carrying value | $ | 13,832 | |||||||||||||||
2021 Convertible Notes | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Carrying value | $ | $ 13,832 | |||||||||||||||
Convertible Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Series Seed Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 0.72 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 0.72 | |||||||||||||||
Preferred stock redemption value | $ | $ 7,000 | |||||||||||||||
Series A Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 1.54 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 1.54 | |||||||||||||||
Preferred stock redemption value | $ | $ 26,000 | |||||||||||||||
Series B Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 2.94 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 2.94 | |||||||||||||||
Preferred stock redemption value | $ | $ 30,000 | |||||||||||||||
Series C Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 5.01 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 5.01 | |||||||||||||||
Preferred stock redemption value | $ | $ 100,000 | |||||||||||||||
Series D Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Purchase price | $ / shares | $ 7.77 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 7.77 | |||||||||||||||
Stock issued during period shares new issues | 3,958,337 | |||||||||||||||
Gross proceeds from the issuance of preferred stock | $ | $ 30,750 | |||||||||||||||
Payment of stock issuance costs | $ | $ 12 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 7.77 | |||||||||||||||
Preferred stock redemption value | $ | $ 125,000 | |||||||||||||||
Series Z Preferred Stock [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 4,133,333 | |||||||||||||||
Purchase price | $ / shares | $ 7.5 | |||||||||||||||
Gross cash proceeds | $ | $ 31,000 | |||||||||||||||
Conversion of preferred stock terms | shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 | |||||||||||||||
Series E-1 Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 22,204,490 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 1.43 | |||||||||||||||
Series E-1 Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 4,087,375 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 7.77 | $ 7.77 | ||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 7.77 | |||||||||||||||
Preferred stock redemption value | $ | $ 31,752 | |||||||||||||||
Series E-2 Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 8,232,627 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 1.34 | |||||||||||||||
Series E-2 Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,515,452 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 7.28 | $ 7.28 | ||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 7.28 | |||||||||||||||
Preferred stock redemption value | $ | $ 11,032 | |||||||||||||||
Series E-3 Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 71,428,570 | |||||||||||||||
Purchase price | $ / shares | $ 1.68 | |||||||||||||||
Gross cash proceeds | $ | $ 120,000 | |||||||||||||||
Issuance cost | $ | $ 150 | |||||||||||||||
Series E-3 Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 13,148,484 | |||||||||||||||
Purchase price | $ / shares | $ 9.13 | |||||||||||||||
Gross cash proceeds | $ | $ 120,000 | |||||||||||||||
Issuance cost | $ | $ 150 | |||||||||||||||
Preferred stock, conversion price | $ / shares | $ 9.13 | |||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 9.13 | |||||||||||||||
Preferred stock redemption value | $ | $ 120,000 | |||||||||||||||
Class A Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of preferred stock ratio | 0.1841 | |||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common Stock, Shares, Issued | 153,393,876 | 0 | 422,108 | |||||||||||||
Common Stock, Shares, Outstanding | 153,393,876 | 0 | ||||||||||||||
Common stock voting rights | Holders of such shares are entitled to one vote for each share of Class A common stock. | |||||||||||||||
Number of votes for each share | VOTE | 1 | |||||||||||||||
Class A Common Stock | Other Nonoperating Income (Expense) | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Recognition of distribution to non-redeeming shareholders | $ | $ 3,888 | |||||||||||||||
Class X Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, terms of conversion | Each share of Class X common stock will: | |||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common Stock, Shares, Issued | 9,268,335 | 0 | ||||||||||||||
Common Stock, Shares, Outstanding | 9,268,335 | 9,268,335 | 0 | |||||||||||||
Number of votes for each share | VOTE | 20 | |||||||||||||||
Voting common shares | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 128,855,144 | 128,855,144 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock, Shares, Issued | 34,977,237 | 34,977,237 | ||||||||||||||
Common Stock, Shares, Outstanding | 34,977,237 | 34,977,237 | ||||||||||||||
Non-voting common shares | Warrants Issued In Two Thousand And Eighteen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights month of expiry | 2024-03 | |||||||||||||||
Non-voting common shares | Warrants Issued In Two Thousand And Seventeen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights month of expiry | 2027-09 | |||||||||||||||
Non-voting common shares | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In Februrary Two Thousand Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights month of expiry | 2029-02 | |||||||||||||||
Non-voting common shares | Tranche C Warrants [Member] | Starry Credit Agreement [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ | $ 6,733 | |||||||||||||||
Non-voting common shares | Delayed Draw Tranche C [Member] | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In December Two Thousand Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights month of expiry | 2029-12 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 21,169,059 | 21,169,059 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock, Shares, Issued | 2,201,636 | 1,178,598 | ||||||||||||||
Common Stock, Shares, Outstanding | 2,201,636 | 1,178,598 | ||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 6,632,108 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Warrants Issued In Two Thousand And Eighteen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 874,374 | |||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 5.01 | |||||||||||||||
Class of warrants or rights fair value per share | $ / shares | $ 0.04 | |||||||||||||||
Adjustment to additional paid in capital warrants issued | $ | $ 31 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Warrants Issued In Two Thousand And Seventeen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 92,039 | |||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.92 | |||||||||||||||
Class of warrants or rights fair value per share | $ / shares | $ 0.34 | |||||||||||||||
Adjustment to additional paid in capital warrants issued | $ | $ 31 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Excercised At The Time Of Issuance [Member] | Warrants Issued In Two Thousand And Eighteen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 437,187 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Depending On Attaining Performance Requirements [Member] | Warrants Issued In Two Thousand And Eighteen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 437,187 | |||||||||||||||
Number of residential subscribers who shall subscribe to the companies service | Warrants | 2,000 | |||||||||||||||
Class of warrants or rights issued subject to conditional vesting | 87,437 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Depending On Attaining Performance Requirements And The Requirement Has Been Fulfilled [Member] | Warrants Issued In Two Thousand And Eighteen [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights vested during the period | 87,437 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In Februrary Two Thousand Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 2,765,887 | 2,765,887 | ||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||
Class of warrants or rights fair value per share | $ / shares | $ 2.88 | $ 2.88 | ||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In December Two Thousand Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 2,765,887 | 2,765,887 | ||||||||||||||
Adjustment to additional paid in capital warrants issued | $ | $ 6,175 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In February Two Thousand Twenty Nine And December Two Thousand And Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Adjustment to additional paid in capital warrants issued | $ | $ 14,482 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C Warrants [Member] | Starry Credit Agreement [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 2,118,687 | |||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.05 | |||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 3.21 | |||||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ | $ 8,428 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C Warrants [Member] | Starry Credit Agreement [Member] | Non Contingently Excercisable [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights percentage excercisability | 25% | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C Warrants [Member] | Starry Credit Agreement [Member] | Contingently Excercisable [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights percentage excercisability | 75% | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C And Delayed Draw Tranche C Warrants [Member] | Starry Credit Agreement [Member] | Tranche One [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights percentage excercisability | 25% | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C And Delayed Draw Tranche C Warrants [Member] | Starry Credit Agreement [Member] | Tranche Two [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights percentage excercisability | 25% | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Tranche C And Delayed Draw Tranche C Warrants [Member] | Starry Credit Agreement [Member] | Tranche Three [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights percentage excercisability | 50% | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Delayed Draw Tranche C [Member] | Starry Credit Agreement [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 533,275 | 3,244,510 | 3,244,510 | |||||||||||||
Fair value measurment with unobservable input reconciliation recurring liability issues | $ | $ 1,695 | |||||||||||||||
Adjustment to additional paid in capital warrants issued | $ | $ 8,307 | |||||||||||||||
Non-voting common shares | Starry, Inc [Member] | Delayed Draw Tranche C [Member] | Starry Credit Agreement [Member] | Non Voting Common Stock Warrants Expiring In December Two Thousand Twenty Nine [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 3,244,510 | 3,244,510 | ||||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||
Class of warrants or rights fair value per share | $ / shares | $ 2.88 | $ 2.88 | ||||||||||||||
Prior to the Acquisition Merger | Convertible Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 505,746,770 | 97,176,852 | ||||||||||||||
Preferred stock, shares issued | 95,762,330 | |||||||||||||||
Preferred stock, shares outstanding | 95,762,330 | |||||||||||||||
Prior to the Acquisition Merger | Convertible Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 92,637,050 | |||||||||||||||
Prior to the Acquisition Merger | Series Seed Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 53,030,270 | 9,761,747 | ||||||||||||||
Preferred stock, shares issued | 9,761,745 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 9,761,745 | |||||||||||||||
Prior to the Acquisition Merger | Series Seed Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 9,761,747 | |||||||||||||||
Prior to the Acquisition Merger | Series A Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 91,549,300 | 16,852,283 | ||||||||||||||
Preferred stock, shares issued | 16,852,283 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 16,852,283 | |||||||||||||||
Prior to the Acquisition Merger | Series A Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 16,852,283 | |||||||||||||||
Prior to the Acquisition Merger | Series B Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 55,452,865 | 10,207,696 | ||||||||||||||
Preferred stock, shares issued | 10,207,696 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 10,207,696 | |||||||||||||||
Prior to the Acquisition Merger | Series B Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,207,696 | |||||||||||||||
Prior to the Acquisition Merger | Series C Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 108,459,871 | 19,965,160 | ||||||||||||||
Preferred stock, shares issued | 19,965,160 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 19,965,160 | |||||||||||||||
Prior to the Acquisition Merger | Series C Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 19,965,160 | |||||||||||||||
Prior to the Acquisition Merger | Series D Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 87,412,587 | 16,090,802 | ||||||||||||||
Preferred stock, shares issued | 16,090,802 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 16,090,802 | |||||||||||||||
Prior to the Acquisition Merger | Series D Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 16,090,802 | |||||||||||||||
Prior to the Acquisition Merger | Series E Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 104,841,877 | 19,299,164 | ||||||||||||||
Preferred stock, shares issued | 18,751,311 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 18,751,311 | |||||||||||||||
Prior to the Acquisition Merger | Series E Preferred Stock | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 19,299,164 | |||||||||||||||
Prior to the Acquisition Merger | Series Z Preferred Stock [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||
Preferred stock, shares issued | 4,133,333 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Preferred stock, shares outstanding | 4,133,333 | |||||||||||||||
Prior to the Acquisition Merger | Series Z Preferred Stock [Member] | Starry, Inc [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 2,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2022 | Mar. 29, 2022 | Mar. 28, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | |||
Convertible preferred stock (Note 5) | $ 453,184 | |||
Convertible Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 97,176,852 | 505,746,770 | ||
Preferred stock, shares issued | 95,762,330 | |||
Preferred stock, shares outstanding | 95,762,330 | |||
Convertible preferred stock (Note 5) | $ 484,184 | |||
Series Seed Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 9,761,747 | 53,030,270 | ||
Preferred stock, shares issued | 9,761,745 | |||
Preferred stock, shares outstanding | 9,761,745 | |||
Convertible preferred stock (Note 5) | $ 6,990 | |||
Series A Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 16,852,283 | 91,549,300 | ||
Preferred stock, shares issued | 16,852,283 | |||
Preferred stock, shares outstanding | 16,852,283 | |||
Convertible preferred stock (Note 5) | $ 25,946 | |||
Series B Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 10,207,696 | 55,452,865 | ||
Preferred stock, shares issued | 10,207,696 | |||
Preferred stock, shares outstanding | 10,207,696 | |||
Convertible preferred stock (Note 5) | $ 29,910 | |||
Series C Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 19,965,160 | 108,459,871 | ||
Preferred stock, shares issued | 19,965,160 | |||
Preferred stock, shares outstanding | 19,965,160 | |||
Convertible preferred stock (Note 5) | $ 99,989 | |||
Series D Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 16,090,802 | 87,412,587 | ||
Preferred stock, shares issued | 16,090,802 | |||
Preferred stock, shares outstanding | 16,090,802 | |||
Convertible preferred stock (Note 5) | $ 124,915 | |||
Series E Preferred Stock | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 19,299,164 | 104,841,877 | ||
Preferred stock, shares issued | 18,751,311 | |||
Preferred stock, shares outstanding | 18,751,311 | |||
Convertible preferred stock (Note 5) | $ 165,434 | |||
Series Z Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 4,133,333 | |||
Series Z Preferred Stock [Member] | Prior to the Acquisition Merger | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 4,133,333 | |||
Preferred stock, shares outstanding | 4,133,333 | |||
Convertible preferred stock (Note 5) | $ 31,000 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Convertible Preferred Stock (Parenthetical) (Details) | Jun. 30, 2022 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Conversion of preferred stock ratio | 0.1841 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of the Common Stock are Reserved For Future Issuance (Details) - Starry, Inc [Member] | Dec. 31, 2021 shares |
Voting common shares | |
Common Stock, Capital Shares Reserved for Future Issuance | 91,628,998 |
Voting common shares | Conversion of redeemable, convertible preferred stock [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance | 91,628,998 |
Non-voting common shares | |
Common Stock, Capital Shares Reserved for Future Issuance | 17,439,160 |
Non-voting common shares | Warrants issued and outstanding [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance | 8,221,123 |
Non-voting common shares | Stock options issued and outstanding [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance | 8,873,981 |
Non-voting common shares | Authorized for future grant under 2014 Stock Option and Grant Plan [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance | 334,056 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Warrant to Issue Non Voting Common Shares (Details) - Non-voting Common Stock [Member] - Starry, Inc [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Warrants outstanding | 8,221,123 |
Warrants currently exercisable | 6,632,108 |
Issued In September 2017 | |
Expiration date | 2027-09 |
Exercise price | $ / shares | $ 0.92 |
Warrants outstanding | 92,039 |
Warrants currently exercisable | 92,039 |
Issued In February 2019 | |
Expiration date | 2029-02 |
Exercise price | $ / shares | $ 0.01 |
Warrants outstanding | 2,765,887 |
Warrants currently exercisable | 2,765,887 |
Issued In December 2019 | |
Expiration date | 2029-12 |
Exercise price | $ / shares | $ 0.01 |
Warrants outstanding | 3,244,510 |
Warrants currently exercisable | 3,244,510 |
Issued In October 2021 | |
Expiration date | 2031-10 |
Exercise price | $ / shares | $ 0.05 |
Warrants outstanding | 2,118,687 |
Warrants currently exercisable | 529,672 |
Share-based Compensation Expe_3
Share-based Compensation Expense - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Sep. 30, 2021 | May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 29, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted | 1,295,362 | ||||||||||
Vesting period | 4 years | ||||||||||
Term of options from the date of grant | 6 years 6 months | 7 years 3 months 18 days | |||||||||
Intrinsic value of stock options exercised during the period | $ 3,174 | $ 618 | |||||||||
Number of options awarded | 66,616 | ||||||||||
Starry, Inc [Member] | Share-based Payment Arrangement, Nonemployee [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options awarded | 0 | ||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum percentage of payroll deduction | 20% | ||||||||||
Nonvoting Common Stock [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate number of shares available to issue under plan | 17,439,160 | 17,439,160 | |||||||||
Maximum [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Term of options from the date of grant | 10 years | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service condition | 4 years | ||||||||||
Grant-date fair value of the RSUs | $ 1.47 | ||||||||||
Share-based compensation expense | $ 4,034 | ||||||||||
Unrecognized share-based compensation expense | $ 2,638 | ||||||||||
Weighted-average period | 1 year 1 month 6 days | ||||||||||
Restricted Stock Units (RSUs) [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service condition | 4 years | ||||||||||
Grant-date fair value of the RSUs | $ 7.99 | $ 7.99 | |||||||||
Share-based compensation expense | $ 0 | ||||||||||
Unrecognized share-based compensation expense | $ 6,536 | $ 6,536 | |||||||||
Weighted-average period | 3 years 3 months 18 days | ||||||||||
Stock Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted | 0 | 5,141,000 | |||||||||
Share-based compensation expense | $ 627 | $ 578 | |||||||||
Unrecognized share-based compensation expense | $ 2,750 | ||||||||||
Weighted-average period | 2 years 6 months | ||||||||||
Vesting period | 4 years | ||||||||||
Estimated Grant Date Fair Value of Options Granted | $ 0 | $ 1,927 | |||||||||
Stock Option [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 1,310 | $ 960 | |||||||||
Unrecognized share-based compensation expense | $ 3,236 | $ 3,236 | |||||||||
Weighted-average period | 2 years 4 months 24 days | ||||||||||
Service Based Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
2014 Plan Member | Nonvoting Common Stock [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate number of shares available to issue under plan | 2,201,635 | 2,201,635 | |||||||||
2014 Plan Member | Maximum [Member] | Nonvoting Common Stock [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares allowing for grant | 10,813,498 | ||||||||||
Starry Stock Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares of restricted stock units, granted | 736,315 | ||||||||||
Starry Stock Plan | Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares of restricted stock units, granted | 82,697 | ||||||||||
Starry Stock Plan | Restricted Stock Units (RSUs) [Member] | Starry, Inc [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares of restricted stock units, granted | 82,697 | 736,315 | |||||||||
Equity Incentive Plan | Maximum [Member] | Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares allowing for grant | 22,775,288 | ||||||||||
Equity Incentive Plan | Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares of restricted stock units, granted | 8,934,371 | ||||||||||
Equity Incentive Plan | Service Based Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized share-based compensation expense | $ 36,670 | ||||||||||
Weighted-average period | 3 years 9 months 18 days | ||||||||||
Estimated Grant Date Fair Value of Other than Options Granted | $ 36,708 |
Share-based Compensation Expe_4
Share-based Compensation Expense - Summary of Valuation Assumptions (Details) - Starry, Inc [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, Minimum | 27.80% | 24% |
Expected volatility, Maximum | 28.20% | 28.10% |
Risk-free interest rate, Minimum | 0.80% | 0.40% |
Risk-free interest rate, Maximum | 1.10% | 1.70% |
Expected dividend yield | 0% | 0% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 4 months 24 days | 5 years |
Share-based Compensation Expe_5
Share-based Compensation Expense - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jan. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercised | (289) | (116) | |||
Starry, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding, Beginning balance | 8,089,996 | 8,089,996 | |||
Expired | (66,616) | ||||
Granted | 1,295,362 | ||||
Exercised | (600,943) | ||||
Cancelled or forfeited | (660,714) | ||||
Outstanding, Ending balance | 8,057,085 | 8,057,085 | |||
Exercisable, Beginning balance | 4,614,863 | 4,614,863 | |||
Exercisable, Ending balance | 5,262,716 | 5,262,716 | |||
Outstanding, Beginning balance | $ 1.79 | $ 1.79 | |||
Expired | 2.39 | ||||
Granted | 7.23 | ||||
Exercised | 1.25 | ||||
Cancelled or forfeited | 3.15 | ||||
Outstanding, Ending balance | $ 2.55 | 2.55 | |||
Exercisable, Beginning balance | $ 1.14 | 1.14 | |||
Exercisable, Ending balance | $ 1.47 | $ 1.47 | |||
Outstanding, Weighted, Average Remaining Contractual Term | 6 years 6 months | 7 years 3 months 18 days | |||
Exercisable, Weighted Average Remaining Contractual Term | 5 years 4 months 24 days | 6 years 2 months 12 days | |||
Outstanding, Beginning balance | $ 11,053 | $ 11,053 | |||
Outstanding, Ending balance | $ 58,469 | 58,469 | |||
Exercisable, Beginning balance | $ 9,371 | 9,371 | |||
Exercisable, Ending balance | $ 44,060 | $ 44,060 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 229,064 | $ 189,269 | |
Less: accumulated depreciation | (79,579) | (60,250) | |
Property and equipment, net | 149,485 | 129,019 | |
Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 189,269 | $ 118,068 | |
Less: accumulated depreciation | (60,250) | (31,410) | |
Property and equipment, net | 129,019 | 86,658 | |
Distribution system [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 170,406 | 145,357 | |
Distribution system [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 142,202 | 91,719 | |
Asset retirement obligation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,387 | 2,015 | |
Asset retirement obligation [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,015 | 1,232 | |
Construction-in-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 38,847 | 28,493 | |
Construction-in-process [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 28,493 | 12,496 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,722 | 6,051 | |
Equipment [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,051 | 4,814 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,207 | 3,943 | |
Vehicles [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,943 | 2,875 | |
Site Acquisition Costs [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,155 | 2,547 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,335 | 1,267 | |
Furniture and fixtures [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,267 | 1,163 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,290 | 1,452 | |
Software [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,452 | 626 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 870 | 691 | |
Leasehold improvements [Member] | Starry, Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 691 | $ 596 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 19,645 | $ 12,973 | ||
Starry, Inc [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 29,463 | $ 19,350 | ||
Distribution system [Member] | Starry, Inc [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 26,372 | $ 16,676 |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Changes in Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Beginning Balance | $ 2,387 | |||
New asset retirement obligations | 372 | |||
Accretion expense | 144 | $ 89 | ||
Ending Balance | 2,903 | $ 2,387 | ||
Starry, Inc [Member] | ||||
Beginning Balance | $ 2,387 | $ 1,399 | 1,399 | $ 703 |
New asset retirement obligations | 783 | 582 | ||
Accretion expense | 205 | 114 | ||
Ending Balance | $ 2,387 | $ 1,399 |
Asset retirement obligations _2
Asset retirement obligations - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Accretion expense | $ 144 | $ 89 |
Warrants and Earnout Shares - A
Warrants and Earnout Shares - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Apr. 22, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Apr. 21, 2022 | Jun. 10, 2021 | Dec. 31, 2019 | Feb. 28, 2019 | |
Class of Warrant or Right [Line Items] | |||||||||
Public warrants exercisable period from closing of initial public offering | 12 months | ||||||||
Public and private warrants expiration term after completion of business combination | 5 years | ||||||||
Earnout shares | 4,128,113 | 4,128,113 | |||||||
Warrants to purchase | 15,025,563 | ||||||||
Starry Credit Agreement [Member] | 2019 Equity Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued on fair value basis | $ 6,175 | $ 6,175 | |||||||
Component of APIC and debt discount | $ 8,307 | ||||||||
Warrants outstanding | 3,525,132 | ||||||||
Starry Credit Agreement [Member] | 2019 Liability Warrant, 2019 Equity Warrants, 2019 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exchange right additional paid in capital to warrant liabilities | $ 6,345 | ||||||||
Vest at 12.50 Stock Price Level is Achieved | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock price per share | $ 12.5 | $ 12.5 | |||||||
Earnout shares | 2,224,167 | ||||||||
Vest at 15.00 Stock Price Level is Achieved | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock price per share | 15 | $ 15 | |||||||
Earnout shares | 951,973 | ||||||||
Vest at 17.50 Stock Price Level is Achieved | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock price per share | $ 17.5 | $ 17.5 | |||||||
Earnout shares | 951,973 | ||||||||
Class A Common Stock | Amended Warrant Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of trading day | 20 days | ||||||||
Weighted average trading price per share | $ 9.2 | ||||||||
Market value per share | 7.94 | ||||||||
Class A Common Stock | Minimum [Member] | Amended Warrant Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Redemption trigger price per share | 7.94 | $ 10 | |||||||
Class A Common Stock | Maximum [Member] | Amended Warrant Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Redemption trigger price per share | 14.29 | $ 18 | |||||||
Non-voting Common Stock [Member] | Starry Credit Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase | 17,625,662 | ||||||||
Non-voting Common Stock [Member] | Starry Credit Agreement [Member] | Delayed Draw Tranche C [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase | 2,896,992 | ||||||||
Warrants stock value | $ 1,695 | ||||||||
Non-voting Common Stock [Member] | Starry Credit Agreement [Member] | Tranche C Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase | 11,509,673 | ||||||||
Warrants stock value | $ 6,733 | ||||||||
Class A Common Stock and Securities Exchangeable for Shares of Class A Common Stock [Member] | Amended Warrant Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase price per share | $ 7.5 | ||||||||
Percentage of aggregate gross proceeds from issuance to equity proceeds | 60% | ||||||||
FirstMark | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Units sold | 41,400,000 | ||||||||
FirstMark | Class A Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued to purchase each share of common stock | 1 | 1 | |||||||
Over-Allotment Option | FirstMark | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Units sold | 5,400,000 | ||||||||
Price per warrant | $ 10 | $ 10 | |||||||
Public Warrants [Member} | Class A Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued to purchase of common stock | 13,800,000 | 13,800,000 | |||||||
Public Warrants [Member} | Class A Common Stock | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per warrant | $ 9.13 | ||||||||
Warrants issued to purchase each share of common stock | 1.2415 | ||||||||
Public Warrants [Member} | Class A Common Stock | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per warrant | $ 11.5 | ||||||||
Warrants issued to purchase each share of common stock | 1.2415 | ||||||||
Public Warrants [Member} | FirstMark | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued to purchase each share of common stock | 0.33 | 0.33 | |||||||
Public Warrants [Member} | FirstMark | Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per warrant | $ 11.5 | $ 11.5 | |||||||
Warrants issued to purchase each share of common stock | 1 | 1 | |||||||
Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrants liabilities assumed | $ 15,697 | ||||||||
Fair value adjustment of warrants | $ 9,707 | $ 7,229 | |||||||
Private Warrants | Class A Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued to purchase of common stock | 6,853,333 | 6,853,333 | |||||||
Private Warrants | FirstMark | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Units sold | 6,853,333 | ||||||||
Price per warrant | $ 1.5 | $ 1.5 | |||||||
Proceeds from issuance of private placement | $ 10,300,000 | ||||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per warrant | 11.5 | $ 11.5 | |||||||
Redemption price per warrant | 0.01 | $ 0.01 | |||||||
Minimum written notice period required for redemption of warrant | 30 days | ||||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Redemption trigger price per share | 18 | $ 18 | |||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Redemption price per warrant | 0.1 | $ 0.1 | |||||||
Minimum written notice period required for redemption of warrant | 30 days | ||||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Redemption trigger price per share | $ 10 | $ 10 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Total | $ 10,576 | $ 7,079 | |
Starry, Inc [Member] | |||
Receivable from 2021 Strategic Partner Arrangement (see Note 12) | 219 | $ 259 | |
Prepaid inventory | 3,821 | 143 | |
Prepaid software | 797 | 553 | |
Contract Manufacturer | 674 | 565 | |
Prepaid rent | 709 | 0 | |
Other | 859 | 320 | |
Total | $ 7,079 | $ 1,840 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued compensation and benefits | $ 5,004 | $ 4,773 | |
Accrued sales and use tax | 7,101 | 5,860 | |
Accrued purchases of property and equipment | 4,304 | 3,339 | |
Accrued transaction costs | 813 | 3,693 | |
Other | 6,659 | 5,512 | |
Total | $ 23,881 | 23,177 | |
Starry, Inc [Member] | |||
Accrued compensation and benefits | 4,773 | $ 3,633 | |
Accrued sales and use tax | 5,860 | 3,327 | |
Accrued purchases of property and equipment | 3,339 | 2,257 | |
Accrued transaction costs | 3,693 | 0 | |
Other | 5,512 | 3,856 | |
Total | $ 23,177 | $ 13,073 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - Starry, Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | ||
Federal and state net operating loss carryforwards | $ 134,609 | $ 86,964 |
Research and development tax credits | 6,531 | 5,269 |
Debt | 2,884 | 0 |
Capitalized research and development costs | 1,588 | 1,911 |
Payroll tax deferral | 337 | 655 |
Reserves and accruals | 705 | 354 |
Other | 104 | 108 |
Total deferred tax assets | 146,758 | 95,261 |
Deferred tax liabilities: | ||
Fixed Assets - Depreciation | (3,743) | (1,815) |
Other | (224) | (622) |
Total deferred tax liabilities | (3,967) | (2,437) |
Valuation Allowance | (142,791) | (92,824) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Starry, Inc [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation Allowance | $ 142,791,000 | $ 92,824,000 | ||
Increased Valuation Allowance | 49,967,000 | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax provision | $ 0 | |||
Federal [Member] | Starry, Inc [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 485,122,000 | |||
Federal [Member] | Starry, Inc [Member] | Expirable [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 49,477,000 | |||
Federal [Member] | Starry, Inc [Member] | Not Expirable [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 435,645,000 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax provision | $ 0 | |||
State [Member] | Starry, Inc [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 488,824,000 | |||
State [Member] | Starry, Inc [Member] | Expirable [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 4,326,000 | |||
State [Member] | Starry, Inc [Member] | Not Expirable [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 2,792,000 |
Income taxes - Schedule of Effe
Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal statutory rate of 21% | 21% | |
Starry, Inc [Member] | ||
Federal statutory rate of 21% | 21% | 21% |
State taxes | 9% | 6.80% |
Research & development credits | 0.50% | 1% |
Other | (0.50%) | (1.00%) |
Change in valuation allowance | (30.00%) | (27.80%) |
Effective tax rate | 0% | 0% |
Income taxes - Schedule of Ef_2
Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate of 21% | 21% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 19, 2019 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||||||
Current portion of debt | $ 1,861 | $ 1,504 | ||||
Non-current portion of debt | 219,669 | 191,596 | ||||
Rent expense | 8,281 | $ 4,467 | ||||
Purchase commitments | 42,390 | |||||
Deposit payment | 2,000 | 2,000 | ||||
Starry, Inc [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Current portion of debt | 1,504 | $ 29,875 | ||||
Non-current portion of debt | 191,596 | 133,932 | ||||
Purchase commitments | 33,351 | |||||
Deposit payment | 2,000 | 0 | ||||
Deferred Cost | 5,225 | |||||
2020 Strategic Partner Arrangement | ||||||
Commitments And Contingencies [Line Items] | ||||||
Strategic partner arrangement term | 10 years | |||||
Financial obligation | 9,355 | |||||
Current portion of debt | 679 | |||||
Non-current portion of debt | 8,676 | |||||
Reimbursable expenses owned by third party | $ 223 | |||||
2020 Strategic Partner Arrangement | Starry, Inc [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Strategic partner arrangement term | 10 years | |||||
Financial obligation | 5,227 | |||||
Current portion of debt | 525 | |||||
Non-current portion of debt | 4,702 | |||||
Reimbursable expenses owned by third party | 219 | |||||
Rent expense | $ 13,583 | $ 8,011 | ||||
Renewable of Strategic Partner Arrangement Term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Commitments for Operating Leases (Details) - Starry, Inc [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
2022 | $ 12,546 |
2023 | 10,619 |
2024 | 6,784 |
2025 | 4,338 |
2026 | 2,574 |
Thereafter | 1,521 |
Total operating leases | $ 38,382 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||
Net loss | $ (36,307) | $ (38,554) | $ (89,940) | $ (79,600) | ||
Denominator: | ||||||
Weighted-average shares outstanding, basic and diluted | 162,423,594 | 36,410,177 | 102,357,494 | 36,325,426 | ||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | $ (0.22) | $ (1.06) | $ (0.88) | $ (2.19) | ||
Starry, Inc [Member] | ||||||
Numerator: | ||||||
Net loss | $ (166,545) | $ (125,093) | ||||
Denominator: | ||||||
Weighted-average shares outstanding, basic and diluted | 36,569,966 | 35,743,961 | ||||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | $ (4.55) | $ (3.5) | ||||
Class A Common Stock | ||||||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | (0.22) | (1.06) | (0.88) | (2.19) | ||
Class X Common Stock | ||||||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | $ (0.22) | $ (1.06) | $ (0.88) | $ (2.19) | ||
Voting common stock [Member] | Starry, Inc [Member] | ||||||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | (4.55) | (3.5) | ||||
Nonvoting Common Stock [Member] | Starry, Inc [Member] | ||||||
Basic and diluted earnings per share: | ||||||
Basic and diluted earnings per share | $ (4.55) | $ (3.5) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Weighted average shares outstanding, exchange ratio | 0.1841 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 99,682 | $ 84,820 | |||
Restricted cash | 0 | 30 | |||
Restricted cash included in restricted cash and other assets | 1,378 | 1,127 | |||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 101,060 | $ 30,762 | $ 85,977 | $ 26,831 | |
Starry, Inc [Member] | |||||
Cash and cash equivalents | 29,384 | 25,594 | |||
Restricted cash | 0 | 110 | |||
Restricted cash included in restricted cash and other assets | 1,378 | 1,127 | |||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 30,762 | $ 26,831 | $ 78,366 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for interest | $ 121 | $ 67 | ||
Cash paid for taxes | $ 0 | $ 0 | ||
Starry, Inc [Member] | ||||
Cash paid for interest | $ 132 | $ 136 | ||
Cash paid for taxes | $ 0 | $ 0 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Schedule Of Non Cash Investing And Financing Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities | $ 13,147 | $ 9,855 | ||
Unpaid deferred transaction costs included within accounts payable and accrued expenses | 813 | 0 | ||
Property and equipment acquired through capital lease obligations | 1,432 | 386 | ||
Asset retirement obligations associated with deployed equipment | 372 | 370 | ||
Conversion of convertible notes to Series E Preferred Stock | $ 0 | $ 45,584 | ||
Starry, Inc [Member] | ||||
Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities | $ 10,991 | $ 8,036 | ||
Unpaid deferred transaction costs included within accounts payable and accrued expenses | 4,250 | 0 | ||
Property and equipment acquired through capital lease obligations | 1,399 | 424 | ||
Asset retirement obligations associated with deployed equipment | 783 | 582 | ||
Conversion of convertible notes to Series E Preferred Stock | $ 45,584 | $ 0 |
Redeemable Shares - Additional
Redeemable Shares - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Additional paid in capital adjustment relating to temporary equity | $ 10,579 | |
Temporary equity price per share | $ 8.75 | |
Optionholders | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares available for grant | 1,209,029 | |
New Debt Exchange | Optionholders | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price per share | $ 8.75 | |
Junior Debt Exchange | Other Liabilities | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value of debt exchange notes | $ 5,616 | |
Junior Debt Exchange | Optionholders | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price per share | $ 8.75 | |
Junior Debt Exchange | Optionholders | SOFR | ||
Subsidiary, Sale of Stock [Line Items] | ||
Debt, basis spread on variable rate | 1% | |
Junior Debt Exchange | Optionholders | Maximum [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Principal amount of debt | $ 15,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||||||||
Aug. 08, 2022 | Jul. 01, 2022 | Mar. 31, 2022 | Mar. 29, 2022 | Mar. 28, 2022 | Jan. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 15, 2022 | Mar. 25, 2022 | Mar. 09, 2022 | Oct. 06, 2021 | Dec. 31, 2020 | Feb. 28, 2019 | |
Proceeds from Business Combination, net of transaction costs | $ 160,539 | $ 0 | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||
Vesting period | 4 years | ||||||||||||||
Starry Credit Agreement [Member] | |||||||||||||||
Aggregate principal amount of Junior Debt | $ 50,000 | ||||||||||||||
FirstMark Horizon Acquisition Corporation [Member] | |||||||||||||||
Proceeds from Business Combination, net of transaction costs | $ 37 | ||||||||||||||
Starry, Inc [Member] | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares, issued | 37,178,873 | 36,155,835 | |||||||||||||
Vesting period | 4 years | ||||||||||||||
Starry, Inc [Member] | Starry Credit Agreement [Member] | |||||||||||||||
Aggregate principal amount of Junior Debt | $ 50,000 | ||||||||||||||
Merger Agreement Waiver | |||||||||||||||
Proceeds from Business Combination, net of transaction costs | 36,282 | ||||||||||||||
Subsequent Event | Executive RSUs | |||||||||||||||
Shares of restricted stock units, granted | 1,247,001 | ||||||||||||||
Total fair value | $ 5,474 | ||||||||||||||
Vesting period | 4 years | ||||||||||||||
Subsequent Event | Starry Credit Agreement [Member] | |||||||||||||||
Aggregate principal amount of Junior Debt | $ 15,000 | ||||||||||||||
Line of Credit Facility, Interest Rate Description | rate equal to Term Secured Overnight Financing Rate (“SOFR”) plus 1.00%. | ||||||||||||||
Subsequent Event | Starry, Inc [Member] | FirstMark Horizon Acquisition Corporation [Member] | |||||||||||||||
Proceeds from Business Combination, net of transaction costs | $ 36,245 | ||||||||||||||
Subsequent Event | Starry, Inc [Member] | Delayed Draw Tranche C Loan [Member] | |||||||||||||||
Proceeds from issuance of debt | $ 10,000 | ||||||||||||||
Subsequent Event | Starry, Inc [Member] | Convertible Notes Issued Upon Consummation Of The Business Combination [Member] | |||||||||||||||
Notes issued | $ 0 | ||||||||||||||
Subsequent Event | Merger Agreement Waiver | Merger Agreement [Member] | |||||||||||||||
Number of days prior to closing date within which payoff letters and related documentation with respect to certain indebtedness will be delivered | 2 days | ||||||||||||||
Subsequent Event | Merger Agreement Waiver | Starry, Inc [Member] | Merger Agreement [Member] | |||||||||||||||
Minimum cash condition | $ 300,000 | ||||||||||||||
Subsequent Event | Common Stock Purchase Agreement | CF Principal Investments LLC | |||||||||||||||
Common stock, shares, issued | 33,344,035 | ||||||||||||||
Aggregate gross purchase price | $ 100,000 | ||||||||||||||
Percentage of number of shares of capital stock issued and outstanding | 19.99% | ||||||||||||||
Issue shares of common stock amount | $ 1,000 | ||||||||||||||
Common Class A | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares, issued | 153,393,876 | 0 | 422,108 | ||||||||||||
Common Class A | PIPE investors | |||||||||||||||
Share issue price per share | $ 7.5 | ||||||||||||||
Purchase of shares | 14,533,334 | ||||||||||||||
Aggregate proceeds amount | $ 109,000 | ||||||||||||||
Common Class A | PIPE investors | Starry, Inc [Member] | |||||||||||||||
Purchase of shares | 10,900,000 | ||||||||||||||
Aggregate proceeds amount | $ 109,000 | ||||||||||||||
Common Class A | Subsequent Event | |||||||||||||||
Share issue price per share | $ 8.75 | ||||||||||||||
Common stock, shares, issued | 1,209,029 | ||||||||||||||
Common Class A | Subsequent Event | Executive RSUs | |||||||||||||||
Market price | $ 4.39 | ||||||||||||||
Common Class A | Subsequent Event | Starry, Inc [Member] | PIPE Subscription Agreement [Member] | |||||||||||||||
Common stock, Shares subscribed but unissued | 14,533,334 | ||||||||||||||
Shares issued, Price per share | $ 7.5 | ||||||||||||||
Common Class A | Subsequent Event | Starry, Inc [Member] | PIPE Subscription Agreement [Member] | Before Amendment [Member] | |||||||||||||||
Common stock, Shares subscribed but unissued | 10,900,000 | ||||||||||||||
Shares issued, Price per share | $ 10 | ||||||||||||||
Common Class A | Subsequent Event | PIPE investors | Starry, Inc [Member] | |||||||||||||||
Share issue price per share | $ 7.5 | ||||||||||||||
Purchase of shares | 14,533,334 | ||||||||||||||
Aggregate proceeds amount | $ 109,000 | ||||||||||||||
Common Class A | Subsequent Event | Common Stock Purchase Agreement | CF Principal Investments LLC | |||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||
Non-voting Common Stock [Member] | Starry, Inc [Member] | |||||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 6,632,108 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares, issued | 2,201,636 | 1,178,598 | |||||||||||||
First Mark Class A Common Stock [Member] | Subsequent Event | Starry, Inc [Member] | |||||||||||||||
Stock redeemed or called during period, Shares | 37,775,801 | ||||||||||||||
Stock redeemed or called during period, Value | $ 377,787 | ||||||||||||||
Series Z Preferred Stock [Member] | |||||||||||||||
Shares issued, Price per share | $ 7.5 | ||||||||||||||
Series Z Preferred Stock [Member] | PIPE investors | Starry, Inc [Member] | |||||||||||||||
Share issue price per share | $ 10 | ||||||||||||||
Series Z Preferred Stock [Member] | Series Z Investors [Member] | |||||||||||||||
Share issue price per share | $ 7.5 | ||||||||||||||
Purchase of shares | 4,133,333 | ||||||||||||||
Aggregate proceeds amount | $ 31,000 | ||||||||||||||
Series Z Preferred Stock [Member] | Series Z Investors [Member] | Starry, Inc [Member] | |||||||||||||||
Share issue price per share | $ 10 | ||||||||||||||
Purchase of shares | 2,100,000 | ||||||||||||||
Aggregate proceeds amount | $ 21,000 | ||||||||||||||
Series Z Preferred Stock [Member] | Subsequent Event | Starry, Inc [Member] | Series Z Subscription Agreement | |||||||||||||||
Shares issued, Price per share | $ 7.5 | ||||||||||||||
Preferred stock, Shares subscribed but unissued | 2,800,000 | ||||||||||||||
Series Z Preferred Stock [Member] | Subsequent Event | Starry, Inc [Member] | Series Z Subscription Agreement | Before Amendment [Member] | |||||||||||||||
Shares issued, Price per share | $ 10 | ||||||||||||||
Preferred stock, Shares subscribed but unissued | 2,100,000 | ||||||||||||||
Series Z Preferred Stock [Member] | Subsequent Event | Starry, Inc [Member] | Tiger Series Z Subscription Agreement [Member] | |||||||||||||||
Shares issued, Price per share | $ 7.5 | ||||||||||||||
Preferred stock, Shares subscribed but unissued | 1,333,333 | ||||||||||||||
Preferred stock, Value, Subscriptions | $ 10,000 | ||||||||||||||
Series Z Preferred Stock [Member] | Subsequent Event | Series Z Investors [Member] | Starry, Inc [Member] | |||||||||||||||
Share issue price per share | $ 7.5 | ||||||||||||||
Purchase of shares | 4,133,333 | ||||||||||||||
Aggregate proceeds amount | $ 31,000 | ||||||||||||||
Tranche C Warrants [Member] | Non-voting Common Stock [Member] | Starry, Inc [Member] | Starry Credit Agreement [Member] | |||||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 2,118,687 | ||||||||||||||
Tranche C Warrants [Member] | Non-voting Common Stock [Member] | Subsequent Event | Starry, Inc [Member] | Starry Credit Agreement [Member] | Contingently Excercisable [Member] | |||||||||||||||
Class of warrants or rights percentage of warrants no longer subject to vesting conditions | 75% | ||||||||||||||
Class of warrants or rights no longer subject to vesting conditions | 1,988,971,000,000 | ||||||||||||||
Delayed Draw Tranche C Warrants [Member] | Non-voting Common Stock [Member] | Subsequent Event | Starry, Inc [Member] | |||||||||||||||
Class of warrant or right, Number of securities called by warrants or rights | 533,275 |