United States securities and exchange commission logo
January 6, 2022
Chaitanya Kanojia
Chief Executive Officer
Starry Holdings, Inc.
38 Chauncy Street, Suite 200
Boston, MA 02111
Re: Starry Holdings,
Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 20,
2021
File No. 333-260847
Dear Mr. Kanojia:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 6, 2021 letter.
Amendment No. 1 to Form S-4 filed December 20, 2021
Questions and Answers About the Business Combination
What is the business combination?, page xiv
1. You state here and on
page xv that 117,387,684 shares of New Starry Class A common
stock will be issued
with the Acquisition Merger; however, elsewhere throughout the
filing you indicate
that 114,789,968 shares will be issued. Please explain this apparent
inconsistency or revise
as necessary. Also, tell us how you applied the 0.1818 Acquisition
Merger Exchange Ratio
to the Starry Holdings shares outstanding at September 30, 2021
to arrive at the
114,789,968 Historical Rollover shares included in your pro forma
disclosure and provide
any supporting calculations.
Chaitanya Kanojia
Starry Holdings, Inc.
January 6, 2022
Page 2
Do I have redemption rights?, page xx
2. We note your response to prior comment 2. Please revise to clarify
whether any
consideration was provided in exchange for the waiver of redemption
rights.
How do Redemptions of Firstmark Class A common stock impact the closing of the
Business
combination and the minimum cash conditions?, page xxiv
3. You state that the closing of the Convertible Notes Investment is
conditioned on
the Closing Surviving Corporation Cash equaling or exceeding $300
million. The Closing
Surviving Corporation Cash as defined on page iv appears to include
the proceeds
from the PIPE Investment. Please explain further how you will meet the
Convertible
Notes closing condition under the maximum redemption scenario
considering the PIPE
Investment is conditioned on the closing of the Convertible Notes and
include any
supporting calculations in your response.
What vote is required to approve each proposal at the special meeting?, page
xxviii
4. We note your response to prior comment 8. Please revise to specify the
percentage of
unaffiliated public SPAC stockholders that will be necessary to
approve the Business
Combination in addition to the specific number of shares.
The Convertible Note Investment, page 4
5. We note your response to prior comment 12. Please revise to provide a
discussion
regarding the potential impact of the Convertible Notes on
non-redeeming shareholders.
Risks Related to the Business Combination and FirstMark
FirstMark identified a material weakness in its internal control over financial
reporting..., page
79
6. We note your response and revised disclosures to prior comment 18. As
previously
requested, please revise to specifically address any remediation
efforts taken so far to
address the material weakness related to FirstMark's accounting for
complex equity and
equity linked instruments and what remains to be completed in your
remediation plan.
Also, address the estimated time it will take to complete your
remediation plan and any
associated material costs you have incurred or expect to incur.
Information About Starry
Digital Equity and Inclusion, page 227
FirstName LastNameChaitanya Kanojia
7. We note your response to prior comment 34. Please revise here to
disclose the amount of
Comapany NameStarry
subsidies Holdings,
recognized under Inc.
the FCC's Emergency Broadband Benefit program
for each
Januaryperiod presented.
6, 2022 Page 2
FirstName LastName
Chaitanya Kanojia
FirstName LastNameChaitanya Kanojia
Starry Holdings, Inc.
Comapany
January NameStarry Holdings, Inc.
6, 2022
January
Page 3 6, 2022 Page 3
FirstName LastName
Network Architecture, page 228
8. We note your response to prior comment 25 that "Each Titan is
connected to fiber
backhaul or fixed wireless backhaul, which routes [y]our network
traffic back to a local
internet point-of-presence in the market." Please clarify whether your
network
architecture requires the use of network infrastructure such as
fiber-optic or other
networks installed and owned by other internet service providers, the
extent to which
Starry is reliant upon them, and whether you have any agreements for
their use. As part of
your discussion, explain what a "local internet point-of-presence in
the market" is and
their significance to your business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Starry
Key Business Metrics and Non-GAAP Financial Measures, page 247
9. We note your revised disclosures in response to prior comment 27.
Please revise to also
present each of these key business metrics for the fiscal year ended
December 31, 2019 so
that all periods are presented. Revise to discuss the fluctuations in
each measure from
period to period, specifically addressing why ARPU has been steadily
decreasing each
period and why the number of Addressable Households remained unchanged
from
December 31, 2020 to September 30, 2021. Also, explain further your
plans to expand
into additional markets to support your growth strategy projections on
page 235.
10. We note your response and revised disclosures to prior comment 28. As
previously
requested, please revise the table here to present GAAP net loss prior
to non-GAAP
Adjusted EBITDA. Refer to Question 102.10 of the Non-GAAP C&DIs and
Item
10(e)(1)(i)(A) of Regulation S-K.
General
11. You disclose that holders of FirstMark Class A Common Stock that do
not redeem their
shares will be entitled to a pro rata right to an additional 1.0
million shares of New Starry
Class A Common Stock. Please tell us whether you intend to register
these shares in this
registration statement. Explain when the non-redeeming shareholders
will be issued their
pro-rata portion of the shares. Also, disclose whether the Sponsor or
any of FirstMark's
officers and directors will be entitled to a pro rata portion of the
shares. Lastly, tell us how
the issuance of these shares is reflected in your pro forma financial
statements or revise as
necessary.
Chaitanya Kanojia
FirstName LastNameChaitanya Kanojia
Starry Holdings, Inc.
Comapany
January NameStarry Holdings, Inc.
6, 2022
January
Page 4 6, 2022 Page 4
FirstName LastName
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Shagufa R. Hossain