STRY Starry Group Holdings Inc

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on August 8, 2022, Starry Group Holdings, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with CF Principal Investments LLC (“CFPI”), an entity affiliated with Cantor Fitzgerald & Co., pursuant to which the Company had the right from time to time, at its option, to sell to CFPI up to the lesser of (i) $100 million in aggregate gross purchase price of newly issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) the Exchange Cap (as defined in the Purchase Agreement), subject to certain conditions and limitations set forth in the Purchase Agreement. In accordance with the Purchase Agreement, the Company registered 33,000,000 shares of Class A Common Stock under Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), which was declared effective on September 16, 2022 (File No. 333-267057), as amended by Amendment No. 1 on Form S-1 filed on September 6, 2022 (the “Registration Statement”), and subject to the limitations thereof.

As previously disclosed, on December 30, 2022, the New York Stock Exchange filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Class A Common Stock and warrants to purchase shares of Class A Common Stock, which became effective on January 9, 2023. In connection with the delisting, the Purchase Agreement automatically terminated pursuant to Section 8.1(iii) of the Purchase Agreement. Prior to termination, no sales had been made under the Purchase Agreement. As a result of the termination of the Purchase Agreement, the Company will not offer or sell any additional shares under the Purchase Agreement.

As a result of the termination, the Purchase Agreement is of no further force and effect, with the exception of (i) the provisions in Article IX (Indemnification), Article X (Miscellaneous and Article VIII (Termination), which shall remain in full force and effect indefinitely notwithstanding such termination and (ii) to the extent CFPI owns any shares of Class A Common Stock purchased pursuant to the Purchase Agreement, the covenants and agreements of the Company contained in Article V (Representations, Warranties and Covenants of the Company) and Article VI (Additional Covenants), each of which shall remain in full force for a period of 30 days following termination of the Purchase Agreement in accordance with their respective terms.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.34 to the Registration Statement, filed with the SEC on August 25, 2022.