Non-Redemption Agreements executed with two accredited
investors; there is additional capacity for participation in
non-redemption agreements with other investors
Starry, Inc. (“Starry” or the “Company”), a next generation
licensed fixed wireless technology developer and internet service
provider, and FirstMark Horizon Acquisition Corp. (“FMAC” or
“FirstMark”) (NYSE: FMAC), a publicly traded special-purpose
acquisition company, announced the execution of two Non-Redemption
Agreements representing approximately 2.4 million shares of FMAC
Class A common stock beneficially owned by certain accredited
investors of FMAC.
Starry has transformed the economics of broadband, pioneering
the use of licensed high frequency spectrum at a low cost to
deliver high-capacity, low latency, symmetrical connectivity to
communities. Starry believes broadband is essential and is
committed to delivering on its mission – offering customers a
superior internet service that is fast, reliable, uncapped and
competitively-priced, while also working to improve digital access
and equity.
FMAC is an affiliate of FirstMark Capital, which is a prominent
venture capital firm with more than $2.3 billion in total capital
commitments that has backed entrepreneurs that have created leading
companies, many valued over a billion dollars, including Shopify,
Pinterest, Riot Games, DraftKings, Airbnb, Upwork, Discord,
InVision, Dataiku, Pendo, JustWorks, Ro and Carta.
Non-Redemption Agreements
Starry and FMAC have entered into Non-Redemption Agreements with
two accredited investors to not redeem a certain number of shares
of FMAC Class A common stock beneficially owned by such accredited
investors.
Pursuant to the Non-Redemption Agreements, these accredited
investors commit to not redeem a combined total of approximately
2.4 million shares of FMAC Class A common stock beneficially owned
by them of the 41,400,000 shares of FMAC Class A common stock
outstanding.
Starry and FMAC may enter into additional arrangements similar
to the Non-Redemption Agreements described above.
About Starry, Inc.
At Starry, we believe the future is built on connectivity and
that connecting people and communities to high-speed, broadband
internet should be simple and affordable. Using our innovative,
wideband hybrid-fiber fixed wireless technology, Starry is
deploying gigabit capable broadband to the home without bundles,
data caps, or long-term contracts. Starry is a different kind of
internet service provider. We’re building a platform for the future
by putting our customers first, protecting their privacy, ensuring
access to an open and neutral net, and making affordable
connectivity and digital equity a priority. Headquartered in Boston
and backed by world-class investors, Starry is currently available
in Boston, New York City, Los Angeles, Washington, DC, Denver and
Columbus and is expanding nationwide. To learn more about Starry or
to join our team and help us build a better internet, visit:
https://starry.com.
About FirstMark Horizon Acquisition Corp.
FirstMark is a special purpose acquisition company whose mission
is to drive long-term value creation by actively supporting the
next generation of iconic public companies. FirstMark is comprised
of a team of seasoned investors and industry executives with an
extensive track record of identifying transformative trends across
innovative subsectors of technology. Notably, FirstMark's
management team is composed of the founders and executives of
FirstMark Capital, a prominent technology venture capital firm
founded in 2008 with $2.3 billion in total capital commitments,
which has backed entrepreneurs that have created leading companies,
many valued at over a billion dollars. For more information, please
visit http://firstmarkhorizon.com.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, Starry
Group Holdings, Inc., (formerly known as Starry Holdings, Inc.,
“Starry Group Holdings”), a newly formed subsidiary of Starry, has
filed a registration statement on Form S-4 (the “Form S-4”) with
the Securities and Exchange Commission (the “SEC”) on November 5,
2021 (as amended on December 20, 2021, January 14, 2022, February
4, 2022 and February 9, 2022). The Form S-4 includes a proxy
statement of FirstMark and a prospectus of Starry Group Holdings,
referred to as a proxy statement/prospectus. The Form S-4 has been
declared effective by the SEC and the definitive proxy
statement/prospectus has been sent to all FirstMark stockholders.
Additionally, Starry Group Holdings and FirstMark have also filed
and may continue to file other relevant materials with the SEC in
connection with the proposed business combination, including a
supplement to the definitive proxy statement/prospectus filed on
March 7, 2022 and mailed to all FirstMark stockholders . Copies of
the Form S-4, the definitive proxy statement/prospectus and all
other relevant materials filed or that will be filed with the SEC
by FirstMark or Starry Group Holdings may be obtained free of
charge at the SEC’s website at www.sec.gov. Before making any
voting or investment decision, investors and security holders of
FirstMark are urged to read the Form S-4, the definitive proxy
statement/prospectus and all other relevant materials filed or that
will be filed with the SEC in connection with the proposed business
combination because they will contain important information about
the proposed business combination and the parties to the proposed
business combination.
Participants in Solicitation
FirstMark, Starry Group Holdings and Starry and their respective
directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of FirstMark’s
stockholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed business
combination of FirstMark’s directors and officers in FirstMark’s
filings with the SEC, including FirstMark’s registration statement
on Form S-1, which was originally filed with the SEC on September
18, 2020. To the extent that holdings of FirstMark’s securities
have changed from the amounts reported in FirstMark’s registration
statement on Form S-1, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to FirstMark’s
stockholders in connection with the business combination is
included in the definitive proxy statement/prospectus relating to
the proposed business combination. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination.
This communication shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of FirstMark, Starry
Group Holdings or Starry, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
Certain statements made in this communication are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed business combination between
FirstMark and Starry. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believe,” “predict,”
“potential,” “continue,” “strategy,” “future,” “opportunity,”
“would,” “seem,” “seek,” “outlook” and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties that could cause the actual results to differ
materially from the expected results. These statements are based on
various assumptions, whether or not identified in this
communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. These forward-looking
statements include, without limitation, Starry’s and FirstMark’s
expectations with respect to the anticipated financial impacts of
the proposed business combination, the satisfaction of closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of FirstMark’s registration statement on
Form S-1 (File No. 333-248916), its Annual Report on Form 10-K, as
amended from time to time, for the fiscal year ended December 31,
2020, and its subsequent Quarterly Reports on Form 10-Q. In
addition, there are risks and uncertainties described in the
definitive proxy statement/prospectus filed by Starry Group
Holdings and other documents filed by FirstMark or Starry Group
Holdings from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Most of these factors are
outside Starry’s, Starry Group Holdings’ and FirstMark’s control
and are difficult to predict. Many factors could cause actual
future events to differ from the forward-looking statements in this
communications, including but not limited to: (1) the outcome of
any legal proceedings that may be instituted against FirstMark,
Starry or Starry Group Holdings following the announcement of the
proposed business combination; (2) the inability to complete the
proposed business combination, including due to the inability to
concurrently close the business combination and related
transactions, including the private placements of common stock and
convertible notes or due to failure to obtain approval of the
stockholders of FirstMark; (3) the risk that the proposed business
combination may not be completed by FirstMark’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
FirstMark; (4) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval by the stockholders of FirstMark, the satisfaction of the
minimum trust account amount following any redemptions by
FirstMark’s public stockholders and the receipt of certain
governmental and regulatory approvals; (5) delays in obtaining,
adverse conditions contained in, or the inability to obtain
necessary regulatory approvals or complete regulatory reviews
required to complete the proposed business combination; (6) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; (7)
volatility in the price of FirstMark’s, Starry’s or Starry Group
Holdings’ securities; (8) the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the business combination; (9)
the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (10) costs related to the
proposed business combination; (11) changes in the applicable laws
or regulations; (12) the possibility that the combined company may
be adversely affected by other economic, business, and/or
competitive factors; (13) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which
Starry operates; (14) the impact of the global COVID-19 pandemic;
(15) Starry’s ability to obtain or maintain rights to use licensed
spectrum in any market in which Starry operates and potential
declines in the value of Starry’s FCC licenses; (16) the potential
inability of Starry to raise additional capital needed to pursue
its business objectives or to achieve efficiencies regarding other
costs; (17) the enforceability of Starry’s intellectual property,
including its patents, and the potential infringement on the
intellectual property rights of others, cyber security risks or
potential breaches of data security; and (18) other risks and
uncertainties described in FirstMark’s registration statement on
Form S-1 and Annual Report on Form 10-K, as amended from time to
time, for the fiscal year ended December 31, 2020 and its
subsequent Quarterly Reports on Form 10-Q, and in the definitive
proxy statement/prospectus filed by Starry Group Holdings. These
risks and uncertainties may be amplified by the COVID-19 pandemic,
which has caused significant economic uncertainty. Starry, Starry
Group Holdings and FirstMark caution that the foregoing list of
factors is not exclusive or exhaustive and not to place undue
reliance upon any forward-looking statements, including
projections, which speak only as of the date made. None of Starry,
Starry Group Holdings or FirstMark gives any assurance that Starry,
Starry Group Holdings or FirstMark will achieve its expectations.
None of Starry, Starry Group Holdings or FirstMark undertakes or
accepts any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, or should
circumstances change, except as otherwise required by securities
and other applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220310005593/en/
Investors for Starry and Starry Group Holdings:
investors@starry.com
Investors for FirstMark: Eric D. Cheung
eric@firstmarkcap.com
Media Contact: Mimi Ryals, Starry mryals@starry.com
press@starry.com
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