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                            February 8, 2022

       Chaitanya Kanojia
       Chief Executive Officer
       Starry Holdings, Inc.
       38 Chauncy Street, Suite 200
       Boston, MA 02111

                                                        Re: Starry Holdings,
Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed February 4,
2022
                                                            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
January 28, 2022 letter.

       Registration Statement on Form S-4

       Unaudited Pro Forma Condensed Combined Financial Information
       Notes to Unaudited Pro Forma Condensed Combined Financial Statements,
page 188

   1.                                                   We note your revised
disclosures on page 139 regarding options available to the
                                                        purchasers of
Convertible Notes. Please revise to address the following:
                                                            Clarify how the
election of these options will impact the cash received upon the
                                                            issuance of the
Convertible Notes. In this regard, clarify whether the company will
                                                            receive $150
million in cash from the issuance of the Convertible Notes regardless of
                                                            whether investor
choose to convert their Term Loans and Warrants.
                                                            Disclose the dollar
amount of Terms Loans and number of Starry Warrants held by
                                                            the Convertible
Notes purchasers who are entitled to these exchange options.
 Chaitanya Kanojia
Starry Holdings, Inc.
February 8, 2022
Page 2
             Clarify whether this election will be made prior to or after the
closing of the merger.
             As necessary, revise your pro forma financial statements to
reflect these exchange
           options. At a minimum, include a discussion in the applicable pro
forma footnote
           disclosures regarding the impact of such options on the pro forma
amounts related to
           the Convertible Notes, Term Loans, Warrants, interest expense and
weighted average
           shares outstanding.
General

2.     Please revise to clarify whether any
arrangements/non-redemption/backstop agreements
       for alternative financing will be fully disclosed for shareholders to
consider in advance of
       the special meeting. To the extent you intend to provide such
information to shareholders,
       disclose how you will inform your shareholders of arrangements formed
after
       effectiveness. Finally, disclose whether you have or are currently
negotiating any such
       arrangements.
       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,
FirstName LastNameChaitanya Kanojia
                                                             Division of
Corporation Finance
Comapany NameStarry Holdings, Inc.
                                                             Office of
Technology
February 8, 2022 Page 2
cc:       Shagufa R. Hossain
FirstName LastName