Starry DEFM14AProxy related to merger

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which FirstMark and Starry refer before you decide how to vote with respect to the Stockholder Proposals. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Business Combination

FirstMark Horizon Acquisition Corp.

FirstMark Horizon Acquisition Corp. is a blank check company incorporated as a Delaware corporation organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving FirstMark and one or more businesses.

The FirstMark Class A Common Stock, FirstMark Warrants and FirstMark Units, consisting of one share of FirstMark Class A Common Stock and one-third of one public warrant, are traded on the NYSE under the ticker symbols “FMAC,” “FMAC WS” and “FMAC.U,” respectively. The parties anticipate that, following the Business Combination, the New Starry Class A Common Stock and New Starry Warrants will be listed on the NYSE under the symbols “STRY” and “STRY WS,” respectively, and the FirstMark Units, FirstMark Class A Common Stock and FirstMark Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act, upon the SPAC Merger Closing. New Starry will not have units trading upon the consummation of the Business Combination.

The mailing address of FirstMark’s principal executive office is 100 5th Avenue, 3rd Floor, New York, NY 10011, and the telephone number is (212) 792-2200.

For more information about FirstMark, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FirstMark,” “Information About FirstMark,” and the financial statements of FirstMark included herein.

Sirius Merger Sub, Inc.

Sirius Merger Sub, Inc. is a Delaware corporation and a wholly owned subsidiary of FirstMark formed solely for the purpose of effectuating the Acquisition Merger. Merger Sub does not own any material assets or operate any business.

The mailing address of Merger Sub’s principal executive office is 100 5th Avenue, 3rd Floor, New York, NY 10011, and the telephone number is (212) 792-2200.

Starry, Inc.

Starry developed a unique and innovative solution to provide last mile fixed broadband using a proprietary fixed wireless technology stack operating in licensed spectrum. Starry designs and builds its own fixed wireless equipment, cloud-based network control plane and billing and operations support systems to run its network and provide its service. Starry deploys this technology across a variety of markets to provide a robust and competitively-priced broadband service to customers. The integration of Starry’s own technology and service delivery allows it to efficiently deploy new competitive broadband networks to connect communities across the country.

Since Starry’s inception, it has developed the technology, optimized the unit economics, acquired spectrum and deployed its network and acquired subscribers in Boston, Los Angeles, New York City, Denver, Washington, D.C., and Columbus.

The mailing address of Starry’s principal executive office is 38 Chauncy Street, Suite 200, Boston, MA 02111, and the telephone number is (617) 861-8300.

Starry Group Holdings, Inc.

Starry Group Holdings, Inc. is a Delaware corporation and a wholly owned subsidiary of Starry formed solely for the purpose of effectuating the SPAC Merger and to serve as the publicly traded parent company of Starry following the closing of the Acquisition Merger. New Starry owns no material assets and does not operate any business.

The mailing address of New Starry’s principal executive office is 38 Chauncy Street, Suite 200, Boston, MA 02111, and the telephone number is (617) 861-8300.

The Business Combination

On October 6, 2021, FirstMark entered into the Merger Agreement with Merger Sub, New Starry and Starry. Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two steps: (a) on the SPAC Merger Closing Date, FirstMark will merge with and into New Starry, with New Starry surviving the SPAC Merger as a publicly traded entity and becoming the sole owner of Merger Sub and (b) on the Acquisition Merger Closing Date, Merger Sub will merge with and into Starry, with Starry surviving the Acquisition Merger as a wholly owned subsidiary of New Starry.

The Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference herein in its entirety. FirstMark encourages you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Merger Agreement, see the section entitled “The Merger Agreement.”

The SPAC Merger

On the SPAC Merger Closing Date and immediately prior to the SPAC Merger Effective Time:

At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of FirstMark, Merger Sub, Starry, New Starry or the holders of any of FirstMark’s securities:

The Acquisition Merger

On the Acquisition Merger Closing Date and immediately prior to the Acquisition Merger Effective Time, (a) each then-outstanding share of Starry Preferred Stock (other than any shares of Starry Series Z Preferred Stock) will convert automatically into a number of shares of Starry Common Stock at the then-effective conversion rate in accordance with the terms of the Starry Charter and (b) each then-outstanding and unexercised Starry Warrant will be exercised in exchange for shares of Starry Common Stock pursuant to the terms of such Starry Warrant and shall be automatically canceled, extinguished and retired and cease to exist.

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of New Starry, Merger Sub, Starry or the holders of the following securities:

For more information about the Merger Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “The Merger Agreement.”

Additional Funding Shares

During the Interim Period, Starry may issue additional shares of Starry capital stock or securities convertible into Starry capital stock pursuant to any subscription agreement entered into with the prior written consent of FirstMark.

The PIPE Investment

In connection with entering into the Merger Agreement, FirstMark and New Starry entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 10,900,000 shares of New Starry Class A Common Stock immediately prior to the Closing (as defined in the Merger Agreement) at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $109.0 million in the PIPE Investment. The PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of FirstMark and the PIPE Investors and are subject to customary closing conditions and termination rights. The PIPE Investment is conditioned on, among other things, the closing of the Convertible Notes Investment occurring substantially concurrently with the closing of the PIPE Investment. The PIPE Investment is expected to close following the SPAC Merger Closing and immediately prior to the Acquisition Merger Closing.

For more information regarding the PIPE Investment and the PIPE Subscription Agreements, see the section entitled “The Merger Agreement — Related Agreements — PIPE Subscription Agreements.”

The Convertible Notes Investment

In connection with entering into the Merger Agreement, FirstMark entered into the Convertible Notes Subscription Agreements with the Convertible Notes Investors, pursuant to which, among other things, the Convertible Notes Investors agreed to purchase an aggregate of $150.0 million principal amount of Convertible Notes immediately prior to or substantially concurrently with the consummation of the Acquisition Merger, resulting in aggregate proceeds of $149.5 million in the Convertible Notes Investment. The Convertible Notes

Subscription Agreements contain customary representations, warranties, covenants and agreements of FirstMark and the Convertible Notes Investors and are subject to customary closing conditions and termination rights. The Convertible Notes Investment is conditioned on, among other things, the Closing Surviving Corporation Cash equaling or exceeding $300.0 million. The Convertible Notes Investment is expected to close immediately prior to the Acquisition Merger Closing.

If shares of New Starry Class A Common Stock are issued to the holders of the Convertible Notes upon conversion, there will be dilution to New Starry’s stockholders (which may include the Public Stockholders who decide not to exercise their redemption rights) and the market price of New Starry Class A Common Stock may decrease due to the additional selling pressure in the market. Any downward pressure on the price of New Starry Class A Common Stock caused by the sale, or potential sale, of shares issuable upon conversion of the Convertible Notes could also encourage short sales by third parties, creating additional selling pressure on our share price.

For more information regarding the Convertible Notes Investment and the Convertible Notes Subscription Agreements, see the section entitled “The Merger Agreement — Related Agreements — Convertible Notes Subscription Agreements.”

Merger Consideration

Conversion of FirstMark Capital Stock. On the SPAC Merger Closing Date, by virtue of the SPAC Merger and without any action on the part of FirstMark, Merger Sub, Starry, New Starry or the holder of any shares of capital stock of any of the foregoing:

Unlike other business combinations with special purpose acquisition companies, the transactions contemplated in the Business Combination are structured to provide holders of FirstMark Class A Common Stock that do not redeem their shares with a pro rata right to an additional 1,000,000 shares of New Starry Class A Common Stock. These shares are being registered pursuant to this registration statement, will be delivered by means of application of the Class A Exchange Ratio and will be delivered as additional shares of New Starry Class A Common Stock. By virtue of the exchange mechanism in the Sponsor Support Agreement (which effectively cancels out the Class A Exchange Ratio), none of the Sponsor, or any of the holders of the FirstMark Class B Common Stock will receive the benefit of the additional shares. For illustrative purposes only, assuming a price of $10.00 per share of FirstMark Class A Common Stock at the closing of the SPAC Merger, each share of FirstMark Class A Common Stock would receive shares of New Starry Class A Common Stock with a value ranging between $10.24 (assuming a no redemption scenario) and $10.78 (assuming a maximum redemption scenario). Based on the closing price of $9.90 per share of FirstMark Class A Common Stock on the NYSE on February 11, 2022, each share of FirstMark Class A Common Stock would receive shares of New Starry Class A Common Stock with a value ranging between $10.14 (assuming a no redemption scenario) and $10.68 (assuming a maximum redemption scenario).

Starry Warrant Conversion. Starry shall take all actions necessary such that, as of immediately prior to the Acquisition Merger Effective Time, each outstanding Starry Warrant shall, pursuant to the terms of such Starry Warrant, have been exercised in exchange for shares of Starry Common Stock and shall thereupon no longer be outstanding and shall have automatically been canceled, extinguished and retired and shall have ceased to exist, each holder thereof shall have ceased to have any rights with respect thereto (other than, for avoidance of doubt, the right to receive the Starry Common Stock for which such Starry Warrant has been exercised).

Starry Preferred Stock Conversion. Starry shall take all actions necessary to cause each share of Starry Preferred Stock (other than any shares of Starry Series Z Preferred Stock) that is issued and outstanding immediately prior to the Acquisition Merger Effective Time to be converted immediately prior to the Acquisition Merger Effective Time into a number of shares of Starry Common Stock at the then-effective conversion rate in accordance with the Starry Charter). Following such conversion, all of the shares of Starry Preferred Stock (other than any shares of Starry Series Z Preferred Stock) shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each person that held any shares of Starry Preferred Stock (other than any shares of Starry Series Z Preferred Stock) immediately prior to the such conversion shall thereafter cease to have any rights with respect to such securities.

Starry Series Z Preferred Stock Conversion. Starry shall take all actions necessary to cause each share of Starry Series Z Preferred Stock that is issued and outstanding immediately prior to the Acquisition Merger Effective Time to be converted into the right to receive a number of shares of New Starry Class A Common Stock equal to the number of shares of Starry Series Z Preferred Stock held by each holder of Starry Series Z Preferred Stock as of immediately prior to the Acquisition Merger Effective Time.

Treatment of Starry Common Stock in the Acquisition Merger. At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of FirstMark, Merger Sub, Starry, New Starry or the holder of any shares of capital stock of any of the foregoing:

Fractional Shares. No fractional shares of New Starry Common Stock will be issued in the SPAC Merger or the Acquisition Merger. In lieu of the issuance of any fractional shares of New Starry Common Stock to which any former holder of FirstMark Common Stock or Starry Common Stock, Starry Preferred Stock or Starry Warrants would otherwise be entitled to receive, (after aggregating all fractional shares of New Starry Common Stock of the same class and series that otherwise would be received by such holder of FirstMark Common Stock, Starry Common Stock, Starry Preferred Stock or Starry Warrants), New Starry shall round up or down to the nearest whole share of New Starry Common Stock. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

Closing and Effective Time of the Business Combination

Closings. Immediately following the Class B Exchange and prior to the filing of the certificate of merger relating to the SPAC Merger on the SPAC Merger Closing Date, the SPAC Merger Closing shall occur. At least twenty-four (24) hours but not more than forty-eight (48) hours (unless otherwise agreed between FirstMark and Starry) following the SPAC Merger Effective Time, and immediately prior to the filing of the certificate of merger relating to the Acquisition Merger, on the date which is three business days after the date on which all closing conditions shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Acquisition Merger Closing, but subject to the satisfaction or waiver thereof) or such other time and place as FirstMark and Starry may mutually agree in writing, on the Acquisition Merger Closing Date, the Acquisition Merger Closing shall take place electronically through the exchange of documents via email. See “The Merger Agreement — Conditions to the Closing of the Business Combination” for a more complete description of the conditions that must be satisfied prior to the closing of the Business Combination.

On the SPAC Merger Closing Date, FirstMark and New Starry will effect the SPAC Merger by filing a certificate of merger with the Secretary of State of the State of Delaware, and the SPAC Merger will become effective at the time the certificate of merger has been duly filed.

On the Acquisition Merger Closing Date, New Starry and Starry will effect the Acquisition Merger by filing a certificate of merger with the Secretary of State of the State of Delaware, and the Acquisition Merger will become effective at the time the certificate of merger has been duly filed.

As of the date of this proxy statement/prospectus, the parties expect that the Business Combination will be effective by the end of the first quarter of 2022. However, there can be no assurance as to when or if the Business Combination will occur.

If the Business Combination is not completed by the Termination Date, the Merger Agreement may be terminated by either FirstMark or Starry. A party may not terminate the Merger Agreement pursuant to the provision described in this paragraph if the party seeking to terminate the Merger Agreement is in material breach of its obligations set forth in the Merger Agreement on the Termination Date. See “The Merger Agreement  —  Termination”.

FirstMark Special Meeting and the Stockholder Proposals

The Special Meeting will be held at 10:00 a.m., Eastern Time, on March 16, 2022. In light of the COVID-19 pandemic and to support the well-being of FirstMark’s stockholders, directors and officers, FirstMark encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/firstmarkhorizon/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing 1 800-450-7155. At the Special Meeting, FirstMark’s stockholders will be asked to approve the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Exchange Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).

The FirstMark Board has fixed the close of business on February 3, 2022 (the “record date”) as the record date for determining the holders of FirstMark Common Stock entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were 41,400,000 shares of FirstMark Class A Common Stock and 10,350,000 shares of FirstMark Class B Common Stock outstanding and entitled to vote at the Special Meeting. Each share of FirstMark Common Stock entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the record date, the Sponsor and FirstMark’s directors and officers and their affiliates owned and were entitled to vote 10,350,000 shares of FirstMark Common Stock, representing 20% of the FirstMark Common Stock outstanding on that date. FirstMark currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Stockholder Proposals and, pursuant to the IPO Letter Agreement, the Sponsor and directors and officers have agreed to do so with respect to the Business Combination Proposals. As of the record date, Starry did not beneficially hold any FirstMark Common Stock.

A majority of the voting power of the issued and outstanding FirstMark Common Stock entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Approval of each of the Stockholder Proposals requires the affirmative vote of the holders of a majority of the FirstMark Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Business Combination is conditioned upon the approval of the Business Combination Proposals, the Organizational Documents Proposal and the Exchange Proposal, subject to the terms of the Merger Agreement.

The Business Combination is not conditioned on the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. If the Business Combination Proposals are not approved, the other Stockholder Proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Recommendation of the FirstMark Board

The disinterested members of the FirstMark Board determined that the Merger Agreement and the Business Combination are fair to, advisable and in the best interests of FirstMark and its stockholders, with Mr. Jani and Mr. Heitzmann abstaining due to potential conflicts of interest arising from Mr. Jani’s service as a member of the Starry Board and Mr. Jani and Mr. Heitzmann’s financial interest in FirstMark Capital, affiliated funds of which hold investments in Starry and will participate in the Series Z Investment. The FirstMark Board unanimously recommends that stockholders vote “FOR” the Business Combination Proposals, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Organizational Documents Proposals, “FOR” the Exchange Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal (as applicable), in each case, if presented to the Special Meeting.

The existence of financial and personal interests of certain directors of FirstMark’s Board may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of FirstMark and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In considering the recommendations of the FirstMark Board in favor of the above proposals, it is important to keep in mind that, aside from their interests as stockholders of FirstMark, the Sponsor and certain FirstMark directors and officers have interests in the Business Combination that are different from, or in addition to, other FirstMark stockholders’ interests. See the section entitled “The Special Meeting — Recommendation of the FirstMark Board” for more information.

For more information on the existence of potential conflicts of interests of certain directors of the FirstMark Board and officers of FirstMark, see “Proposal No. 1 — The Business Combination Proposals — Interests of FirstMark Directors and Officers in the Business Combination” for a further discussion.

FirstMark Board’s Reasons for Approval of the Business Combination

FirstMark was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving FirstMark and one or more businesses.

In evaluating the Business Combination, the FirstMark Board considered a wide variety of factors and consulted with FirstMark’s management team. In particular, the FirstMark Board considered, among other things, the following factors, although not weighted or in any order of significance.

For a more complete description of the FirstMark Board’s reasons for approving the Business Combination, including other factors and risks considered by the FirstMark Board, see the section entitled “The Merger Agreement — The FirstMark Board’s Reasons for Approval of the Business Combination.”

Satisfaction of 80% Test

It is a requirement under the FirstMark Certificate of Incorporation that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, the rules of the NYSE require that FirstMark’s initial business combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). As of October 6, 2021, the date of the execution of the Merger Agreement, the balance of the Trust Account was approximately $414,000,000 (including the approximately $14.5 million deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $331,200,000. In reaching its conclusion that the proposed Business Combination meets the 80% asset test, the FirstMark Board used a pre-money equity value of $1.4 billion, which would not be subject to any adjustments to purchase price, including for cash, debt and debt-like items, transaction expenses or working capital, which was implied based on the terms of the transactions agreed to by the parties in negotiating the definitive agreement for the proposed Business Combination. In determining whether the enterprise value described above represents the fair market value of Starry, the FirstMark Board considered all of the factors described in the section of the proxy statement/prospectus captioned “The Merger Agreement — The FirstMark Board’s Reasons for Approval of the Business Combination” and the fact that the purchase price for these businesses was the result of an arm’s-length negotiation. As a result, the FirstMark Board concluded that the fair market value of Starry was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

Certain Regulatory Approvals

Under the HSR Act and rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration or early termination of the waiting period following the parties’ submission of Notification and Report Forms with the Antitrust Division and the FTC.

Starry and FirstMark have agreed to comply promptly with the notification and reporting requirements of the HSR Act. Starry and FirstMark have agreed to use their reasonable best efforts to submit, as soon as practicable, any other required applications or filings pursuant to any antitrust laws and to furnish to each other

as promptly as reasonably practicable all information required for any application or other filing required to be made by the other pursuant to any applicable law relating to antitrust. FirstMark and Starry have agreed to request early termination of any waiting period under the HSR Act (to the extent available) and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and consents or approvals pursuant to any other applicable laws relating to antitrust, (ii) prevent the entry in any action brought by the Antitrust Division or FTC or any other person or entity of any governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by the Merger Agreement and (iii) if any such governmental order is issued in any such action, cause such governmental order to be lifted.

FirstMark has agreed to cooperate in good faith with the Antitrust Division and the FTC and exercise its reasonable best efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by the Merger Agreement as soon as practicable and any and all action necessary or advisable to avoid, prevent, eliminate or remove any impediment under any applicable law relating to antitrust or the actual or threatened commencement of any proceeding in any forum by or on behalf of the Antitrust Division and the FTC or the issuance of any governmental order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Business Combination, including selling, divesting or otherwise disposing of, licensing, holding separate or taking or committing to take any action that limits in any respect FirstMark’s or Starry’s freedom of action with respect to, or its ability to retain, any business, products, rights, services, licenses, assets or properties of Starry and its subsidiaries.

FirstMark has agreed that it will not, and shall cause its subsidiaries not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other action, would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders or declarations of the Antitrust Division or FTC or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any governmental authority entering an order prohibiting the consummation of the transaction contemplated by the Merger Agreement; (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement.

Conditions to Closing

The obligations of Starry, FirstMark, Merger Sub and New Starry to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

The obligations of FirstMark and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

The obligations of Starry and New Starry to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:

Termination

Mutual termination rights. The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

Starry termination rights. The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

FirstMark termination rights. The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

Redemption Rights

Public Stockholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any Public Stockholder may request redemption of their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the shares of the public shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Stockholders will not have redemption rights with respect to any shares of FirstMark Common Stock owned by them, directly or indirectly. Pursuant to the IPO Letter Agreement, the Sponsor and the FirstMark officers and directors at the time the IPO agreed to waive their redemption rights with respect to any shares of FirstMark Common Stock they may hold either in connection with the consummation of FirstMark’s initial business combination or a stockholder vote to extend the timing by which FirstMark must complete its initial business combination. No consideration was provided in exchange for the waiver of redemption rights in the IPO Letter Agreement.

A Public Stockholder will be entitled to receive cash for any public shares to be redeemed only if it:

A Public Stockholder may not withdraw a redemption request once submitted to FirstMark unless the FirstMark Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a Public Stockholder delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that FirstMark to permit the withdrawal of the redemption request and instruct its transfer agent to return the certificate (physically or electronically). The Public Stockholder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then the Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, FirstMark will promptly return any shares previously delivered by Public Stockholders.

If a Public Stockholder exercises its redemption rights, such Public Stockholder’s shares of FirstMark Class A Common Stock will (i) not be exchanged for shares of New Starry Class A Common Stock pursuant to the SPAC Merger and (ii) immediately prior to the SPAC Merger Effective Time, be canceled and cease to exist, and will be redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in the Merger Agreement, the FirstMark Certificate of Incorporation, the Trust Agreement and this proxy statement/prospectus. In order for Public Stockholders to exercise their redemption rights in respect of the Business Combination, Public Stockholders must properly exercise their right to redeem the public shares that they will hold upon the SPAC Merger no later than the close of the vote on the Business Combination Proposals and deliver their FirstMark Class A Common Stock (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time on March 14, 2022. Therefore, the exercise of redemption rights occurs prior to the SPAC Merger. Immediately following the SPAC Merger and the consummation of the Business Combination, New Starry shall pay Public Stockholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Pursuant to Section 262 of the DGCL and the terms of the Merger Agreement, FirstMark stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law prior to the SPAC Merger Effective Time have the right to seek appraisal of the fair value of their shares of FirstMark Common Stock as determined by the Delaware Court of Chancery. The “fair value” of the shares of FirstMark Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that FirstMark stockholders may otherwise be entitled to receive pursuant to the SPAC Merger under the Merger Agreement. FirstMark stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise FirstMark by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from FirstMark that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. If a FirstMark stockholder fails to perfect or otherwise waives, withdraws or loses such FirstMark stockholder’s

right to appraisal under Section 262 of the DGCL, then such FirstMark stockholder’s shares of FirstMark Common Stock will be exchangeable solely for the right to receive the SPAC Merger consideration pursuant to the terms and conditions of the Merger Agreement.

Starry stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law prior to the Acquisition Merger Effective Time have the right to seek appraisal of the fair value of their shares of Starry Common Stock as determined by the Delaware Court of Chancery. The “fair value” of the shares of Starry Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that such Starry stockholders may otherwise be entitled to receive under the Merger Agreement. Starry stockholders who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Starry by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Starry that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. If a Starry stockholder fails to perfect or otherwise waives, withdraws or loses such Starry stockholder’s right to appraisal under Section 262 of the DGCL, then such Starry stockholder’s shares of Starry Common Stock will be exchangeable solely for the right to receive the Acquisition Merger consideration pursuant to the terms and conditions of the Merger Agreement.

Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, FirstMark and Starry stockholders that wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights see the section entitled “Appraisal Rights.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. FirstMark has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.”

Proposals to be Put to the Stockholders of FirstMark at the Special Meeting

The Business Combination Proposals

As discussed in this proxy statement/prospectus, FirstMark is asking its stockholders to approve and adopt, among other things, the Merger Agreement and the Business Combination. In connection with the approval of the Merger Agreement and the Business Combination, the FirstMark stockholders are being asked to approve the SPAC Merger and to authorize the merger of FirstMark with and into New Starry, with New Starry surviving the SPAC Merger as a publicly traded entity and becoming the sole owner of Merger Sub. FirstMark stockholders are also being asked to approve the Acquisition Merger pursuant to which Merger Sub will merge with and into Starry, with Starry surviving the Acquisition Merger as a wholly owned subsidiary of New Starry.

For further details on the Merger Agreement and the Business Combination, see the section entitled “The Merger Agreement.” For more information on the Business Combination Proposals, see the section entitled “Proposal No. 1 — The Business Combination Proposals.”

The Organizational Documents Proposal

If the Business Combination Proposals are approved, FirstMark will ask its stockholders to approve the Organizational Documents Proposal. Under the Merger Agreement, the approval of the Organizational

Documents Proposal is also a condition to the consummation of the Business Combination. If, however, the Organizational Documents Proposal is approved but the Business Combination Proposals are not approved, then the Business Combination will not be consummated.

If each of the other Condition Precedent Proposals and the Organizational Documents Proposal are each approved and the Business Combination is to be consummated, then the Proposed Charter and the Proposed Bylaws will be substantially in the form set forth on Annex B and Annex C, respectively, and each of the matters contemplated by the Advisory Organizational Documents Proposals will be included in the Proposed Charter or the Proposed Bylaws adopted by New Starry. The Proposed Charter and the Proposed Bylaws were negotiated as part of the Business Combination. The approval or lack thereof of any of the Advisory Organizational Documents Proposals will not affect the effectiveness of the Organizational Documents Proposal if approved by FirstMark’s stockholders.

For more information, see the section entitled “Proposal No. 2 — The Organizational Documents Proposal.”

The Advisory Organizational Documents Proposals

If the Organizational Documents Proposal is approved and the Business Combination is to be consummated, New Starry will adopt the Proposed Organizational Documents under the DGCL.

As required by SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, FirstMark is requesting that its stockholders vote upon, on a non-binding advisory basis, the Advisory Organizational Documents Proposals, which are separately being presented in accordance with SEC guidance and which will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Delaware law separate and apart from the Organizational Documents Proposal. However, the stockholder vote regarding each of the Advisory Organizational Documents Proposals is an advisory vote, and is not binding on FirstMark or the FirstMark Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals (separate and apart from approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Documents Proposals, FirstMark intends that the Proposed Charter and the Proposed Bylaws will take effect upon the effectiveness of the SPAC Merger (assuming approval of the Organizational Documents Proposal).

The Advisory Organizational Documents Proposals include eleven sub-proposals, as set forth below, and FirstMark is requesting its stockholders:

For more information, see the section entitled “Proposal No. 3 — The Advisory Organizational Documents Proposals.”

The Exchange Proposal

In connection with the Business Combination, the FirstMark stockholders are being asked to approve, for purposes of complying with applicable listing rules of the NYSE: (a) the issuance of approximately 171,041,268 shares of New Starry Class A Common Stock and approximately 18,238,631 shares of New Starry Class X Common Stock (together with the reservation of additional shares of New Starry Class A Common Stock for issuance in respect of the New Starry Options and New Starry RSU Awards issued in exchange for outstanding pre-Acquisition Merger Starry Options and Starry RSU Awards, respectively) in accordance with the terms of the Merger Agreement; (b) the issuance and sale of 10,900,000 shares of New Starry Class A Common Stock in the PIPE Investment to certain investors; and (c) the issuance of 9,350,000 shares of New Starry Class A Common Stock and New Starry Warrants to purchase up to 25,641,114 shares of New Starry Class A Common Stock to funds affiliated with the Sponsor, including the issuance of such additional shares of New Starry Class A Common Stock if certain share price thresholds are achieved within five years after the Acquisition Merger Closing Date.

For more information, see the section entitled “Proposal No. 4 — The Exchange Proposal.”

The Equity Incentive Plan Proposal

The FirstMark Board expects to approve and adopt the Equity Incentive Plan, effective as of the Acquisition Merger Effective Time. Although FirstMark is seeking that stockholders vote regarding this proposal, a vote for the Equity Incentive Plan Proposal is an advisory vote, and is not binding on FirstMark or the FirstMark Board.

The Equity Incentive Plan is intended to replace the Starry Stock Plan, which New Starry will assume in the Business Combination. Following the Acquisition Merger Closing, no additional stock awards will be granted under the Starry Stock Plan, although all outstanding stock awards granted under the Starry Stock Plan immediately prior to the Acquisition Merger Closing will be assumed by New Starry and generally will continue to be subject to the terms and conditions as set forth under the Starry Stock Plan and in the agreements evidencing such stock awards.

The FirstMark Board believes that the approval of the Equity Incentive Plan by the stockholders will benefit the compensation structure and strategy of New Starry. New Starry’s ability to attract, retain and motivate top quality management, employees, partners, consultants, advisors and non-employee directors is material to its success, and the FirstMark Board has concluded that this would be enhanced by the ability to make grants under the Equity Incentive Plan.

For more information, see the section entitled “Proposal No. 5 — The Equity Incentive Plan Proposal.”

The ESPP Proposal

The FirstMark Board expects to approve and adopt the ESPP, effective as of the Acquisition Merger Effective Time.

Although FirstMark is seeking that stockholders vote regarding this proposal, a vote for the ESPP Proposal is an advisory vote, and is not binding on FirstMark or the FirstMark Board.

For more information, see the section entitled “Proposal No. 6 — The ESPP Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize FirstMark to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), the FirstMark Board may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

If the Adjournment Proposal is not approved by FirstMark’s stockholders, the FirstMark Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for the approval of the Business Combination Proposals, the Organizational Documents Proposal or the Exchange Proposal, or if holders of FirstMark’s public shares have elected to redeem an amount of public shares such that FirstMark would have less than $5,000,001 of net tangible assets, and may be unable to consummate the merger.

For additional information, see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

Interests of FirstMark Directors and Officers in the Business Combination

In considering the recommendation of the FirstMark Board to vote in favor of approval of the Business Combination Proposals, the Organizational Documents Proposal and the other Stockholder Proposals, FirstMark stockholders should keep in mind that the Sponsor and certain members of the FirstMark Board and officers of FirstMark, have interests in such Stockholder Proposals that are different from, or in addition to, those of FirstMark’s stockholders generally. In particular:

Opinion of Financial Advisor to FirstMark

FirstMark obtained a fairness opinion from its independent financial advisor, Duff & Phelps, with respect to the Business Combination. The fairness opinion was specifically related to whether the consideration to be paid by New Starry in the Business Combination pursuant to the Merger Agreement is fair to FirstMark from a financial point of view. In its fairness opinion, Duff & Phelps concluded that the consideration to be paid by New Starry in the Business Combination is fair to FirstMark from a financial point of view. Additionally, FirstMark’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of FirstMark’s advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, FirstMark’s officers, directors and advisors have substantial experience with mergers and acquisitions.

Sources and Uses of Funds

The following table summarizes the estimated sources and uses for funding the Business Combination assuming (i) that none of FirstMark’s outstanding shares of FirstMark Class A Common Stock are redeemed in connection with the Business Combination (“No Redemption”) and (ii) that 28,643,238 shares of outstanding FirstMark Class A Common Stock are redeemed for an aggregate payment of approximately $286.5 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account, which is the estimated maximum number of redemptions that could occur without a failure to satisfy the Minimum Cash Condition (“Maximum Redemption”).

Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, New Starry is treated as the acquired company and Starry is treated as the accounting acquirer for financial statement reporting purposes. This determination was primarily based on Starry having a relative majority of the voting power of the combined company, the operations of Starry and its subsidiaries constituting the only ongoing operations of the combined company, and senior management of Starry comprising the majority of the senior management of the combined company. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information regarding the expected accounting treatment of the Business Combination.

Comparison of Corporate Governance and Stockholder Rights

FirstMark is a Delaware corporation and the DGCL and the FirstMark Existing Organizational Documents govern the rights of FirstMark’s stockholders. The FirstMark Existing Organizational Documents differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of New Starry, your rights will differ in some regards as compared to when you were a shareholder of FirstMark.

See the section entitled “Comparison of Corporate Governance and Stockholder Rights” for more information regarding the important similarities and differences in the corporate governance and rights associated with owning shares of FirstMark and New Starry.

Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to FirstMark, Starry’s business and industry, and the Business Combination are summarized below.

Emerging Growth Company

Each of FirstMark and New Starry is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and they may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Each of FirstMark and New Starry has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, FirstMark and New Starry, as emerging growth companies, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparability of FirstMark’s and New Starry’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New Starry will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (b) in which New Starry has total annual gross revenue of at least $1.07 billion or (c) in

which New Starry is deemed to be a large accelerated filer, which means the market value of New Starry’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which New Starry has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Related Agreements

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, FirstMark, the Initial Stockholders, New Starry and Starry entered into the Sponsor Support Agreement, dated as of October 6, 2021, a copy of which is attached to this proxy statement/prospectus as Annex D. Pursuant to the Sponsor Support Agreement, the Initial Stockholders have agreed to, among other things, vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby (which, for the avoidance of doubt, includes the Business Combination Proposals), in each case, subject to the terms and conditions of the Sponsor Support Agreement.

Pursuant to the terms of the Sponsor Support Agreement, during the Interim Period, the Initial Stockholders will not sell, transfer, pledge, encumber, assign or otherwise dispose of any of its FirstMark Common Stock or FirstMark Warrants, enter into any contract or option with respect to any transaction to do the same, nor publicly announce any intention to effect any transaction to do the same. Subject to and conditioned upon the occurrence of the Acquisition Merger Effective Time, each Initial Stockholder agrees that such holder shall not transfer any shares of New Starry Common Stock during the period commencing immediately after the Acquisition Merger Effective Time and ending upon the earlier to occur of (x) 8:00 a.m. Eastern Time on the date that is twelve (12) months after (and excluding) the Acquisition Merger Closing Date and (y) the occurrence of an Earnout Triggering Event without New Starry’s prior written consent.

Under the Sponsor Support Agreement, the Sponsor has also agreed that, during the Earnout Period, it will subject 6,672,500 Earnout Shares, comprised of (a) one tranche of 2,224,166 shares subject to Earnout Triggering Event I and (b) two tranches of 2,224,167 shares of which (i) one tranche is subject to Earnout Triggering Event II and (ii) one tranche is subject to Earnout Triggering Event III, to potential forfeiture to New Starry for no consideration until the occurrence of the applicable Earnout Triggering Event(s). If one or more of the Earnout Triggering Events has not occurred by the end of the Earnout Period, the applicable tranche of Earnout Shares will be forfeited to New Starry.

The Initial Stockholders have further agreed that, immediately prior to the SPAC Merger Effective Time, the Initial Stockholders will contribute, transfer, assign, convey and deliver to FirstMark all of their respective right, title and interest in, to and under their shares of FirstMark Class B Common Stock in exchange for shares of FirstMark Class A Common Stock (the “Class B Exchange”). In connection with the Class B Exchange, (a) 10,230,000 outstanding shares of FirstMark Class B Common Stock held by the Sponsor will be exchanged and converted into shares of FirstMark Class A Common Stock equal to (i) 9,230,000 divided by (ii) the Class A Exchange Ratio; and (b) 30,000 outstanding shares of FirstMark Class B Common Stock held by FirstMark’s independent directors will be exchanged and converted into the number of shares of FirstMark Class A Common Stock equal to (i) 30,000 divided by (ii) the Class A Exchange Ratio. For additional information, see “The Merger Agreement — Related Agreements — Sponsor Support Agreement”.

Starry Holders Support Agreement

In connection with the execution of the Merger Agreement, FirstMark entered into a support agreement with Starry, New Starry and certain stockholders of Starry (the “Starry Stockholders”), a copy of which is attached to this proxy statement/prospectus as Annex E (the “Starry Holders Support Agreement”). Pursuant to the Starry Holders Support Agreement, Starry Stockholders agreed to, among other things, vote to adopt and approve, upon

the effectiveness of this proxy statement/prospectus, the Merger Agreement, the Conversion, the Series Z Investment and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of Starry Holders Support Agreement, and vote against any alternative merger, purchase of assets or proposals that would impede, frustrate, prevent or nullify any provision of the Business Combination, the Merger Agreement or the Starry Holders Support Agreement or result in a breach of any covenant, representation, warranty or any other obligation or agreement thereunder.

Under the Starry Holders Support Agreement, the Starry Stockholders also agreed not to, prior to the termination of the Starry Holders Support Agreement, (i) directly or indirectly sell, transfer, hypothecate, pledge, encumber, assign or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) either voluntarily or involuntarily, any of its Starry Common Stock (including any securities convertible into or exercisable or exchangeable for Starry Common Stock), (ii) enter into any contract or option with respect to any transaction specified in clause (i) or any hedging or swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of its Starry Common Stock (including any securities convertible into or exercisable or exchangeable for Starry Common Stock), whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain customary exceptions.

The Starry Holders Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (a) the Acquisition Merger Effective Time and (b) the termination of the Merger Agreement in accordance with its terms in circumstances where the Acquisition Merger Closing does not occur. For additional information, see “The Merger Agreement — Related Agreements — Starry Holders Support Agreement”.

Registration Rights Agreement

The Merger Agreement contemplates that, immediately prior to the SPAC Merger Closing, FirstMark, New Starry, certain equity holders of FirstMark (“FirstMark Equity holders”) and certain equity holders of Starry (“Starry Equity holders,” and together with FirstMark Equity holders, the “Equity holders”), will enter into the Registration Rights Agreement, pursuant to which New Starry agrees to, within 30 days of the Acquisition Merger Closing Date, register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Starry Common Stock and other equity securities of New Starry that are held by the parties thereto from time to time.

Under the Registration Rights Agreement, in connection with any underwritten offering of equity securities of New Starry each Equity holder that participates in the underwritten offering pursuant to the terms of the Registration Rights Agreement agrees that it shall not transfer any shares of New Starry Common Stock or other equity securities of New Starry (other than those included in such offering pursuant to the Registration Rights Agreement), without the prior written consent of New Starry, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which New Starry agrees not to conduct an underwritten primary offering of New Starry Common Stock, except in the event the underwriters managing the offering otherwise agree by written consent. Each such Equity holder agrees to execute a customary lock-up agreement in favor of the underwriters to such effect (in each case on substantially the same terms and conditions as all such Equity holders).

The Registration Rights Agreement will terminate with respect to any Equity holder on the date that such Equity holder no longer holds equity securities of New Starry. For additional information, see “The Merger Agreement — Related Agreements — Registration Rights Agreement”.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, FirstMark and New Starry entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in

the aggregate, 10,900,000 shares of New Starry Common Stock at $10.00 per share for an aggregate commitment amount of $109 million. The obligation of the parties to consummate the purchase and sale of the shares covered by the PIPE Subscription Agreements is conditioned upon: (i) there not being in force any suspension of the qualification of the offering or sale or trading of New Starry Class A Common Stock initiated or threatened by the SEC and the shares of New Starry Class A Common Stock subscribed to pursuant to the PIPE Subscription Agreements shall have been approved for listing on the NYSE, (ii) all conditions precedent to the closing of the Business Combination in the Merger Agreement shall be satisfied or waived, (iii) no court or applicable government authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions there not being any amendment or modification of the terms of the Merger Agreement in a manner that is materially adverse to the PIPE Investor and (iv) the closing of the Convertible Notes Investment. The closings under the PIPE Subscription Agreements will occur after the SPAC Merger Closing and immediately prior to the Acquisition Merger Closing.

Additionally, pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the closing of the transactions contemplated by the PIPE Subscription Agreements or in the future as a result of, or arising out of, the PIPE Subscription Agreements against FirstMark, including with respect to the Trust Account. The PIPE Subscription Agreements will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of FirstMark and the applicable PIPE Investor, (iii) if the conditions set forth therein are not satisfied or are not capable of being satisfied prior to the closing of the transactions contemplated by the PIPE Subscription Agreements and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the closing of the transactions contemplated by the PIPE Subscription Agreements), and (iv) July 6, 2022. For additional information, see “The Merger Agreement — Related Agreements — PIPE Subscription Agreements”.

Convertible Notes Subscription Agreements

Concurrently with the execution of the Merger Agreement, FirstMark entered into the Convertible Note Subscription Agreements with the Convertible Note Investors, pursuant to which, among other things, FirstMark agreed to issue and sell, in private placements to close (the “Convertible Note Closing”) immediately prior to or substantially concurrently with the consummation of the Acquisition Merger, an aggregate of $150.0 million of principal amount of convertible notes (the “Convertible Notes”). The Convertible Notes will be convertible into shares of New Starry Class A Common Stock (the “Underlying Shares”) at a conversion price of $12.00 per share at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Convertible Notes, which is expected to be approximately five years from the Convertible Note Closing. Upon conversion, New Starry will pay or deliver, as applicable, cash or a combination of cash and shares of New Starry Class A Common Stock. Upon the occurrence of certain changes, New Starry will in certain circumstances increase the conversion rate for a specified period of time. The Convertible Notes will bear interest at a to-be-fixed rate that ranges from 7.25% to 7.75% per annum, depending on the level of Closing Surviving Corporation Cash, payable in cash and accruing semi-annually.

Subject to the terms of the indenture that will govern the Convertible Notes (the “Indenture”), the Convertible Notes will be guaranteed by substantially all direct and indirect domestic subsidiaries of New Starry, and will be secured by substantially all assets of New Starry and guarantors of the Convertible Notes (subject to certain exceptions). Subject to and under the terms of the Indenture, as long as a specified principal amount of the Convertible Notes remain outstanding, New Starry and substantially all of its subsidiaries are restricted from incurring certain types of debt, creating liens on its properties, paying dividends, making restricted payments or certain investments, or selling, transferring or licensing out intellectual property or other assets, among other restrictions.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations to be set out in the Indenture), at New Starry’s option on or after the date that is two years following the date of the Convertible Note Closing, but only if the last reported sale price per share of New Starry Class A Common Stock exceeds a certain conversion price for a prescribed number of trading days, and on or after the date that is three years following the date of the Convertible Note Closing, but only if the last reported sale price per share of New Starry Class A Common Stock exceeds a certain conversion price for a prescribed number of trading days. If a fundamental change occurs prior to the maturity date, holders of the Convertible Notes will have the right to require New Starry to repurchase all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

The obligations of each party to consummate the transactions contemplated by the Convertible Note Subscription Agreements are conditioned upon, among other things, the entry into the Indenture consistent with the terms set forth in the Convertible Note Subscription Agreement, the satisfaction or waiver of the conditions to the closing of the transactions contemplated by the Merger Agreement and the Closing Surviving Corporation Cash equaling or exceeding $300.0 million. The Convertible Note Subscription Agreements provide that FirstMark is required to file with the SEC, within 15 business days after the consummation of the transactions contemplated by the Merger Agreement, a registration statement covering the resale of the Underlying Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after the filing thereof (or, in the event the SEC reviews and has written comments to the registration statement, the 90th calendar day following the filing thereof) and (ii) the 10th business day after the date FirstMark is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The Convertible Note Subscription Agreements also provide the Convertible Note Investors with certain “demand” and “piggy-back” registration rights relating to the Underlying Shares, subject to certain requirements and customary conditions.

The Convertible Note Subscription Agreements will terminate, and be of no further force and effect, upon the earliest to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms without being consummated, (ii) upon the mutual written agreement of FirstMark and the applicable Convertible Note Investor, (iii) if the conditions set forth therein are not satisfied or are not capable of being satisfied on or prior to the Convertible Note Closing and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the Convertible Note Closing or (iv) July 6, 2022, if the Convertible Note Closing has not occurred by such date and the terminating party’s breach was not the primary reason such closing failed to occur by such date. The Convertible Note Closing is not a condition to the closing of the Business Combination.

Series Z Subscription Agreement

In connection with the execution of the Merger Agreement, Starry entered into the Series Z Subscription Agreement with the Series Z Investors, pursuant to which the Series Z Investors agreed to subscribe and purchase, in the aggregate, 2,100,000 shares of Starry Series Z Preferred Stock at $10.00 per share for an aggregate commitment amount of $21.0 million. The obligation of the parties to consummate the purchase and sale of the shares covered by the Series Z Subscription Agreement is conditioned upon: (i) all conditions precedent to the closing of the Business Combination in the Merger Agreement shall be satisfied or waived, (ii) no court or applicable government authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions, (iii) all representations and warranties of each Series Z Investor and Starry in the Series Z Subscription Agreement being true and correct in all material respects as of the closing of transactions contemplated by the Series Z Subscription Agreement, (iv) each Series Z Investor and Starry having performed, satisfied or complied in all

material respects with the covenants and other agreements required by the Series Z Subscription Agreement and (v) Starry having adopted and filed the Proposed Charter, which includes the terms and conditions of the Series Z Preferred Stock. The closings under the Series Z Subscription Agreement will occur after the SPAC Merger Closing and immediately prior to the Acquisition Merger Closing.

The Series Z Subscription Agreement will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of Starry and each Series Z Investor or (iii) if the conditions set forth in the Series Z Subscription Agreement are not satisfied or are not capable of being satisfied prior to the closing of the transactions contemplated by the Series Z Subscription Agreement and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the closing of the transactions contemplated by the Series Z Subscription Agreement. For additional information, see “The Merger Agreement — Related Agreements — Series Z Subscription Agreement”.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the SPAC Merger and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

SELECTED HISTORICAL FINANCIAL INFORMATION OF FIRSTMARK

FirstMark is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The summary historical statements of operations data of FirstMark for the period from August 13, 2020 (inception) through December 31, 2020 and the historical balance sheet data as of December 31, 2020 are derived from FirstMark’s audited financial statements (as restated) included elsewhere in this proxy statement/prospectus. The summary historical condensed statements of operations data of FirstMark for the nine months ended September 30, 2021 and the condensed balance sheet data as of September 30, 2021 are derived from FirstMark’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with FirstMark’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FirstMark” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FirstMark or New Starry.

Statement of Operations

Balance Sheet

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF STARRY

The following table shows selected historical financial information of Starry for the periods and as of the dates indicated. The selected historical financial information of Starry as of and for the years ended December 31, 2020 and 2019, are derived from the audited historical consolidated financial statements of Starry included elsewhere in this proxy statement/prospectus. The selected historical financial information of Starry as of September 30, 2021, and for the nine months ended September 30, 2021 and 2020 are derived from the unaudited historical consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited selected historical financial information set forth below has been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for the fair statement of such information.

The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Starry” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Starry’s consolidated financial statements and the related notes. The historical financial information presented here is not necessarily indicative of the results that may be expected in the future.