UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 6, 2021, by and among Starry Group Holdings, Inc. (the “Company”), FirstMark Horizon Acquisition Corp., Sirius Merger Sub, Inc., and Starry, Inc., a Delaware corporation, the Company’s current directors, officers and employees, together with the former stockholders of Starry, Inc., are restricted from transferring their shares until the date that is 180 days (the “Lock-up Period”) following (and excluding) March 29, 2022 (the “Acquisition Merger Closing Date”) pursuant to the Company’s amended and restated bylaws (the “Bylaws”).
Notwithstanding the foregoing, pursuant to Section 7.12(iii) of the Bylaws, if (i) at least 120 days have elapsed since the Acquisition Merger Closing Date and (ii) the Lock-up Period is scheduled to end during a regularly scheduled blackout period or within five trading days prior to a blackout period, the Lock-up Period will end ten trading days prior to the commencement of the blackout period (the “Blackout-Related Release”).
The Lock-up Period is scheduled to end at 8:00 a.m. Eastern Time on September 26, 2022, which is during a blackout period, and therefore, pursuant to Section 7.12(iii) the Bylaws, there would have been a Blackout-Related Release on September 2, 2022.
On August 31, 2022, the Board of Directors of the Company approved and adopted amendments to Section 7.12 of the Bylaws with immediate effect. The amendments provide that the Lock-up Period shall end at 8:00 a.m. Eastern Time on September 26, 2022 and remove the Blackout-Related Release provisions. Other than the foregoing, no changes were made to the Bylaws.
The foregoing summary and description of the changes contained in the amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On August 31, 2022, the Company issued a press release following the Federal Communications Commission’s publication of a “ready to authorize” announcement regarding, among others, Starry’s Rural Digital Opportunity Fund (“RDOF”) application. The Company won RDOF Phase I support over the next 10 years to deploy gigabit service to currently underserved census blocks in communities across nine states. The full text of the press release issued by the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Bylaws of Starry Group Holdings, Inc., as of August 31, 2022 | |
| 99.1 | Press release dated August 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: August 31, 2022 | By: | /s/ Chaitanya Kanojia | ||||
| Name: | Chaitanya Kanojia | |||||
| Title: | Chief Executive Officer | |||||
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