UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2022
STARRY GROUP HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware | 001-41336 | 87-4759355 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
38 Chauncy Street, Suite 200 Boston, MA | 02111 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 861-8300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 per share | STRY | The New York Stock Exchange | ||
Warrants to purchase 1.2415 shares of Class A common stock, each at an exercise price of $9.13 per 1.2415 shares of Class A common stock | STRY WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Agreement. |
On September 13, 2022, Starry, Inc. (“Starry”), a wholly-owned subsidiary of Starry Group Holdings, Inc., entered into an Eighth Amendment to Credit Agreement (the “Amendment”) amending the Amended and Restated Credit Agreement, dated December 13, 2019, by and among Starry, Starry Spectrum Holdings LLC, Starry (MA), Inc., Starry Spectrum LLC, Tesco LLC, Widmo Holdings LLC and Vibrant Composites Inc., as borrowers, the lenders party thereto (“Lenders”) and ArrowMark Agency Services, LLC, as administrative agent (the “Credit Agreement”).
The Amendment amended the Credit Agreement to permit the issuance by Starry of up to $18 million of cash-backed letters of credit dated on or about September 13, 2022, issued by Silicon Valley Bank for the benefit of Universal Service Administrative Company, a Delaware corporation, for the account of Connect Everyone LLC as obligor. In addition, the Amendment provides for Starry’s completion of certain milestone events and the waiver of compliance with a covenant related to holding of restricted cash.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description | |
10.1† | Eighth Amendment to Credit Agreement, dated as of September 13, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Starry Group Holdings, Inc. | ||||||
Date: September 19, 2022 | By: | /s/ Chaitanya Kanojia | ||||
Name: Chaitanya Kanojia | ||||||
Title: Chief Executive Officer |