Starry, Inc. executed the non-binding letter of intent to acquire FirstMark Horizon Acquisition Corp. (NYSE:FMAC) from FirstMark Horizon Sponsor LLC and others in a reverse merger transaction on September 1, 2021. Starry, Inc. entered into an agreement and plan of merger to acquire FirstMark Horizon Acquisition Corp. (NYSE:FMAC) from FirstMark Horizon Sponsor LLC and others in a reverse merger transaction on October 6, 2021. The holders of FirstMark Class A common stock that do not elect to redeem their shares in connection with the transaction will share in a pool of one million additional shares based on an exchange ratio between 1.0242 and 1.2415, to be determined based on the number of unredeemed shares. Each unit of FirstMark, each consisting of one share of Class A common stock, of FirstMark and one-third of one warrant of FirstMark, will be automatically detached and the holder thereof deemed to hold one share of FirstMark Class A Common Stock and one-third of one FirstMark Warrant, immediately following the preceding step, each share of FirstMark Class A Common Stock will be canceled and converted into a number of shares of Class A common stock, equal to the lower of 1.2415; and (1) (x) the Post-Redemption SPAC Share Number, plus (y) 1 million divided by (2) the Post-Redemption SPAC Share Number, the “ Class A Exchange Ratio ”); each FirstMark Warrant will be assumed by New Starry and converted automatically into a warrant to purchase a number of shares of New Starry Class A Common Stock and each share of Holdings common stock, shall be redeemed from Starry. Immediately prior to the effective time of the Acquisition Merger, each share of the Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, and Series E-3 Preferred Stock, of Starry will convert into a number of shares of common stock of Starry and each outstanding warrant of Starry will automatically be exercised in exchange for shares of Starry Common Stock and shall be automatically cancelled, extinguished and retired and cease to exist; and at the effective Time, each share of Starry Common Stock, including shares of Starry Common Stock resulting from the Starry Preferred Stock Conversion, will be canceled and automatically converted into the right to receive with respect to Chaitanya Kanojia, the number of shares of Class X common stock, of New Starry equal to the quotient of 140 million divided by the Fully Diluted Share Number and with respect to any other persons who hold Starry Common Stock immediately prior to the Acquisition Merger Effective Time, the number of shares of New Starry Class A Common Stock equal to the Acquisition Merger Exchange Ratio; each share of the Series Z Preferred Stock, of Starry will convert on a 1-for-1 basis into shares of New Starry Class A Common Stock; each outstanding option of Starry will be converted into an option exercisable for that number of shares of New Starry Class A Common Stock calculated based on the Exchange Ratio, on the same terms and conditions as were applicable to such Starry Option; and each outstanding award of restricted stock units of Starry will be converted into an award covering that number of shares of New Starry Class A Common Stock calculated based on the Exchange Ratio.
 
Each share of Starry Common Stock will be converted into the right to receive, and the holder of such share of Starry Common Stock shall be entitled to receive the Per Share Consideration. Each outstanding Starry Warrant shall, have been exercised in exchange for shares of Starry Common Stock, each holder thereof shall have ceased to have any rights with respect thereto. As of effective Time, each Starry Stock Option, shall automatically be converted into an option to acquire, the number of shares of Starry Holdings, Inc., a wholly owned subsidiary of Starry Class A Starry Stock equal to the product of the number of shares of Starry Common Stock subject to the corresponding Starry Stock Option immediately prior to the Acquisition Merger Effective Time, multiplied by the Acquisition Merger Exchange Ratio. Effective as of the Acquisition Merger Effective Time, each Starry Restricted Stock Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit of Starry Holdings with respect to that number of shares of Starry Holdings Class A Common Stock determined by multiplying the number of shares of Starry Common Stock subject to such Starry Restricted Stock Unit award immediately prior to the Acquisition Merger Effective Time by the Acquisition Merger Exchange Ratio. FirstMark Capital, an affiliate of FirstMark's sponsor, is an existing long-term investor in Starry and will retain its board seat, and 75% of the sponsor-held shares are subject to a performance-based earn-out and forfeiture of one million shares. Existing Starry shareholders will roll 100% of their equity and will receive 71% of the pro forma equity.

The transaction is expected to be funded through a combination of FirstMark's $414 million of cash in trust (assuming no redemptions of common stock held by FirstMark's stockholders) supported by a $130 million fully committed PIPE and contemporaneous equity investment at $10 per share. Upon completion of the mergers contemplated therein, the combined company will continue to operate as Starry and will list on the New York Stock Exchange or Nasdaq after merging. It will trade under the ticker symbol “STRY”. New Starry will be the surviving entity. The transaction is also supported by important execution partners, including Quanta Services, that will help Starry continue its significant growth. Upon closing, Starry will continue to be led by Chaitanya Kanojia as Chief Executive Officer, along with his experienced management team. At the close of the transaction and once public, Starry will have a seven-person board, with three independent directors. Amish Jani (FirstMark and FirstMark Capital), Starry Chief Executive Officer Kanojia, and independent director James Chiddix will remain on the board.

The transaction is subject to receipt of FirstMark and Starry stockholder approval, effectiveness of the proxy / registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the New York Stock Exchange, FirstMark have at least $5,000,001 of net tangible assets, approval of the transfer of control of all material Company Licenses by the Federal Communications Commission and state public service or state public utility commissions, FirstMark shall provide an opportunity to its stockholders to have their FirstMark Class A Common Stock redeemed for the consideration, Starry shall have delivered to FirstMark executed counterparts of each Ancillary Agreement, the sum of the Closing Surviving Corporation Cash shall equal or exceed $300 million and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of Starry and FirstMark. The acquisition, which is expected to close in the first quarter of next year, will allow The acquisition will allow Boston Scientific to expand its approved slate of technologies for heart patients. The transaction is expected to close in Q1 2022. Goldman Sachs & Co. LLC served as financial advisor to Starry. Credit Suisse served as financial advisor to FirstMark. Justin Hamill of Latham & Watkins LLP acted as legal advisor to Starry. Michael Mies of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to FirstMark.

Starry, Inc. completed the acquisition of FirstMark Horizon Acquisition Corp. (NYSE:FMAC) from FirstMark Horizon Sponsor LLC and others for $1.8 billion in a reverse merger transaction on March 29, 2022. Starry completed $1.76 billion business combination with FirstMark Horizon Acquisition. As a result of the transaction, Starry became a publicly listed company trading on the New York Stock Exchange ("NYSE") with its Class A common stock under the new ticker symbol "STRY". Starry's new Board of Directors consists of: Chet Kanojia, Amish Jani, Jim Chiddix, Elizabeth Graham and Rob Nabors.