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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FiscalNote Holdings, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissi |
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| August 29, 2025 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FISCALNOTE HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware FiscalNote Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. On July 28, 2025, c |
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| August 22, 2025 |
EX-4.2 Exhibit 4.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FISCALNOTE HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware FiscalNote Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. On July 28, 2025, c |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. |
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| August 22, 2025 |
Calculation of Filing Fee Tables S-3 FiscalNote Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I |
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| August 15, 2025 |
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2025, is made by and between YA II PN, LTD. |
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| August 15, 2025 |
NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U. |
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| August 15, 2025 |
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorporat |
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| August 12, 2025 |
NT 10-Q SEC File Number: 001-39672 CUSIP Number: 337655104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 8, 2025 |
DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 7, 2025 |
Exhibit 99.1 FiscalNote Reports Second Quarter 2025 Financial Results Total Revenue Above Guidance Midpoint; Adjusted EBITDA Exceeds Guidance Product and Customer Metrics Tracking Favorably, Indicating Strong PolicyNote Momentum and Growing Customer Engagement Full Year 2025 Guidance Reaffirmed, Supporting Path to Sustainable Organic Growth, Expanding Profitability and Durable Positive Free Cash F |
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| August 7, 2025 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 6, 2025 |
EX-99.1 Exhibit 99.1 FiscalNote Refinances Senior Secured Term Loan with New Four Year Facility Maturing in 2029 to Drive Long-Term Operating Flexibility FY25 Guidance Reaffirmed, Reflecting Confidence in Accelerating Momentum from Product-Led Growth Strategy and Ongoing Operational Discipline WASHINGTON, D.C. — August 6, 2025 — FiscalNote Holdings, Inc. (NYSE: NOTE), the leading provider of AI-dr |
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| August 6, 2025 |
Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). EX-10.1 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit 10.1 FINANCING AGREEMENT Dated as of August 5, 2025 by and among FISCALNOTE HOLDINGS, INC., as Parent, FISCALNOTE INTERMEDIATE HOLDCO, INC., as Intermediate Holdco, FISCALNOTE, INC., FRONTIER ST |
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| August 6, 2025 |
Exhibit 10.5 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). EX-10.5 Exhibit 10.5 REDEMPTION AND EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made and entered into as of August 5, 2025, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and GPO FN Noteholder, LLC (the “Investor”). The Company and the Investor are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Part |
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| August 6, 2025 |
Form of Convertible Debenture. EX-10.3 Exhibit 10.3 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR |
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| August 6, 2025 |
Exhibit 10.2 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). EX-10.2 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 5, 2025, is between FISCALNOTE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (the “Company”), and each of the investors listed on the |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| August 6, 2025 |
Form of Registration Rights Agreement by and between the Company and YA II PN, Ltd. EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [ ], 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and FISCALNOTE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein i |
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| August 6, 2025 |
Form of Subordinated Convertible Promissory Note Due 2029. EX-10.6 Exhibit 10.6 NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR OTHER JURISDICTION AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SEC |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commission |
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| August 5, 2025 |
Exhibit 10.7 to the Current Report on Form 8-K filed on August 5, 2025 (File No. 001-39672). EX-10.1 Exhibit 10.1 AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (this “Amendment”), dated as of July 30, 2025, by and among [] (together with their respective registered assigns, the “Investors”), and FiscalNote Holdings, Inc., a Delaware corporation (f/k/a Duddell Street Acquisition Corp., a Cayman Islands exempted company) (the “Company” and, together with the Investor, |
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| July 29, 2025 |
PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commission |
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| June 11, 2025 |
Exhibit 99.1 FiscalNote Powering Better Policy Decisions with AI- Driven Insights June 11, 2025 © 2025 FiscalNote fiscalnote.com Footnote: Unless otherwise indicated, data presented herein is as of March 31, 2025. Safe Harbor Statement Safe Harbor Statement Certain statements herein may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1 |
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| June 6, 2025 |
FISCALNOTE HOLDINGS, INC. Up to 12,511,050 Shares of Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-287565 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 12,511,050 Shares of Class A Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders named in this prospectus (together with any of such stockholders’ transferees, pledgees, donees or successors) (each, a “selling st |
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| June 2, 2025 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 CORRESP FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 June 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Scott Anderegg Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-287565) Acceleration Reque |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 23, 2025 |
Exhibit 4.6 March 17, 2025 STRICTLY CONFIDENTIAL Jon Slabaugh Chief Financial Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W., 6th Floor Washington, DC 20004 Dear Jon: This letter (this “Amendment No. 2”) amends that certain engagement letter dated August 8, 2024, as amended on November 12, 2024 (the “Prior Agreement”), by and between FiscalNote Holdings, Inc. (“Company”) and Nort |
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| May 23, 2025 |
As filed with the Securities and Exchange Commission on May 23, 2025 Table of Contents As filed with the Securities and Exchange Commission on May 23, 2025 Registration No. |
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| May 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorpora |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| May 12, 2025 |
Exhibit 99.1 FiscalNote Reports First Quarter 2025 Financial Results First Quarter 2025 Revenue and Adjusted EBITDA Exceed Forecasts, Reflecting Continued Progress on Path to Sustained Growth and Profitability FY25 Guidance Reaffirmed and Second Quarter 2025 Forecast Established, Indicating Accelerating Momentum from Product-Led Growth Strategy, Ongoing Operational Discipline, and Continued Target |
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| May 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 5, 2025 |
Exhibit 10.1 to the Current Report on Form 8-K filed on May 5, 2025 (File No. 001-39672). Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commission F |
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| May 5, 2025 |
Exhibit 99.1 FiscalNote Signs Definitive Agreement to Divest Additional Non-Core Asset to Further Streamline Company Operations and Strengthen Balance Sheet Divestiture Further Reduces Debt, Improves Operating Efficiencies, and Accelerates Path to Positive Free Cash Flow Management Reaffirms FY 2025 Guidance for Both Total Revenues and Adjusted EBITDA, Reflecting Increasing Confidence in the Stren |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| April 16, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commiss |
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| April 11, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 1, 2025 |
Insider Trading Policy Doc. No.: L-6 Department Name: Law Last Issue Date: February 8, 2023 I. PURPOSE FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) has adopted this policy to prevent insider trading violations or allegations of such violations, to protect FiscalNote’s reputation for integrity and ethical conduct, and to maintain the confidence of securityholders and the public markets |
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| April 1, 2025 |
Exhibit 10.36 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U. |
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| April 1, 2025 |
Exhibit 10.34 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 17, 2025, by and between FISCALNOTE HOLDINGS, INC. |
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| April 1, 2025 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (Amounts in thousands of U.S. dollars) The following unaudited pro forma combined balance sheet as of December 31, 2024 and the unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2024 present the financial information of FiscalNote Holdings, Inc. (“FiscalNote” or the” Company”) after giving |
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| April 1, 2025 |
Exhibit 10.37 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). Composite Form of Subordinated Convertible Promissory Note THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396972 FISCALNOTE HOL |
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| April 1, 2025 |
Exhibit 21.1 Subsidiaries of FiscalNote Holdings, Inc. Name of Subsidiary Jurisdiction of Organization FiscalNote Intermediate HoldCo, Inc. Delaware FiscalNote, Inc. Delaware VoterVoice, L.L.C. Louisiana CQ-Roll Call, Inc. Delaware FactSquared, LLC Delaware Fireside 21, LLC Delaware Predata, Inc. Delaware Curate Solutions, Inc. Delaware Frontier Strategy Group LLC Delaware FiscalNote Europe Limite |
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| April 1, 2025 |
Insider Trading Policy Doc. No.: L-6 Department Name: Law Last Issue Date: February 8, 2023 Insider Trading Policy Doc. No.: L-6 Department Name: Law Last Issue Date: February 8, 2023 I. PURPOSE FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) has adopted this policy to prevent insider trading violations or allegations of such violations, to protect FiscalNote’s reputation for integrity and ethical conduct, and to maintain the confidence of securityholders and the public markets |
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| April 1, 2025 |
Exhibit 10.35 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of March 17, 2025, by and among FiscalNote Holdings, Inc. |
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| April 1, 2025 |
Exhibit 10.38 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). LETTER AGREEMENT This Letter Agreement (this “Letter Agreement”), dated as of , 2025, by and between (with its registered assigns, the “Investor”), and FiscalNote Holdings, Inc. |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| March 14, 2025 |
SEC File Number: 001-39672 CUSIP Number: 337655104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 13, 2025 |
Exhibit 99.1 FiscalNote Reports Fourth Quarter and Full Year 2024 Financial Results Exceeds Both Revenue and Adjusted EBITDA Forecasts for Both Fourth Quarter and Full Year 2024 Achieves First Full Year of Positive Adjusted EBITDA Driven by Margin Improvement of 1400 Basis Points Year-Over-Year Recently Announced Non-Core Divestiture Expected to Close by Month End, Drives Incremental Operating Eff |
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| February 24, 2025 |
Equity Purchase Agreement, dated as of February 21, 2025 EXHIBIT 10.1 PRIVILEGED AND CONFIDENTIAL SUBJECT TO TERMS OF A CONFIDENTIALITY AGREEMENT EQUITY PURCHASE AGREEMENT DATED AS OF FEBRUARY 21, 2025 by and between FISCALNOTE, INC., as Seller and FACTIVA LIMITED, as Purchaser TABLE OF CONTENTS ARTICLE I ––DEFINITIONS 1 Section 1.1. Certain Definitions 1 Section 1.2. Additional Defined Terms 11 Section 1.3. Interpretive Provisions 13 ARTICLE II ––PURCH |
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| February 24, 2025 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
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| February 21, 2025 |
As filed with the Securities and Exchange Commission on February 21, 2025 As filed with the Securities and Exchange Commission on February 21, 2025 Registration No. |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
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| February 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commiss |
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| January 15, 2025 |
Exhibit 99.1 Company Overview Josh Resnik, CEO & President 27th Annual Needham Growth Conference January 15, 2025 © 2025 FiscalNote fiscalnote.com Disclaimer Forward Looking Statements Certain statements herein may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or FiscalNote’s future financial |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
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| January 3, 2025 |
Amendment to the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan Exhibit 10.1 AMENDMENT TO THE FISCALNOTE HOLDINGS, INC. 2022 LONG-TERM INCENTIVE PLAN WHEREAS, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”) sponsors the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”) to provide equity incentives for the Company’s key service providers; WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is |
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| December 19, 2024 |
FISCALNOTE ANNOUNCES UPDATE TO BOARD OF DIRECTORS FISCALNOTE ANNOUNCES UPDATE TO BOARD OF DIRECTORS WASHINGTON, D.C. – Thursday, December 19, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) ("FiscalNote"), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, today announced that Conrad Yiu, a member of its Board of Directors and a member of its Corporate Governance Committee and M&A Committee, will retire from |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
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| December 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Informatio |
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| December 6, 2024 |
FISCALNOTE HOLDINGS, INC. Up to 10,532,463 Shares of Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-283416 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 10,532,463 Shares of Class A Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders named in this prospectus (together with any of such stockholders’ transferees, pledgees, donees or successors) (each, a “selling st |
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| December 2, 2024 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 December 2, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Rucha Pandit Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-283416) Acceleration Request Requested |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
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| November 29, 2024 |
FISCALNOTE RECEIVES CONTINUED LISTING STANDARD NOTICE FROM NYSE EX-99.1 Exhibit 99.1 FISCALNOTE RECEIVES CONTINUED LISTING STANDARD NOTICE FROM NYSE WASHINGTON, D.C. – Friday, November 29, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, announced today that it received notification from the New York Stock Exchange (“NYSE”) on November 25, 2 |
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| November 22, 2024 |
Exhibit 4.4 November 12, 2024 STRICTLY CONFIDENTIAL Jon Slabaugh Chief Financial Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W., 6th Floor Washington, DC 20004 Dear Jon: This letter (this “Amendment”) amends that certain engagement letter dated August 8, 2024 (the “Prior Agreement”) by and between FiscalNote Holdings, Inc. (“Company”) and Northland Securities, Inc. (together with |
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| November 22, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| November 22, 2024 |
As filed with the Securities and Exchange Commission on November 22, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 22, 2024 Registration No. |
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| November 15, 2024 |
Exhibit 99.1 FISCALNOTE ANNOUNCES LEADERSHIP SUCCESSION PLAN TO DRIVE NEXT PHASE OF GROWTH TIM HWANG TO TRANSITION TO EXECUTIVE CHAIRMAN AND JOSH RESNIK, CURRENT PRESIDENT & COO, TO BECOME CHIEF EXECUTIVE OFFICER EFFECTIVE JANUARY 1, 2025 WASHINGTON, D.C. – Tuesday, November 12, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) ("FiscalNote"), a leading AI-driven enterprise SaaS technology provider of |
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| November 15, 2024 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), entered into as of November 12, 2024 (the “Agreement Date”) and effective as of January 1, 2025 (the “Effective Date”), is made by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and Timothy Hwang (“Executive” and together with the Company, the “Pa |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 15, 2024 |
Execution Version Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), entered into as of November 12, 2024 (the “Agreement Date”), is made by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and Josh Resnik (“Executive” and together with the Company, the “Parties”). This Agreement amends and restates |
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| November 12, 2024 |
Exhibit 10.1 to the Current Report on Form 10-Q filed on November 12, 2024 (File No. 001-39672) Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 12, 2024, by and between FISCALNOTE HOLDINGS, INC. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 12, 2024 |
Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of November 12, 2024, by and among FiscalNote Holdings, Inc. |
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| November 12, 2024 |
Exhibit 99.1 FiscalNote Reports Third Quarter 2024 Financial Results Exceeds Forecast and Raises Adjusted EBITDA For the Full Year Continues to Deleverage Balance Sheet, Simplify and Reduce Complexity of Product Portfolio to Improve Customer Experience and Retention Rates, and Increase Operating Efficiency and Profitability Announces Leadership Succession Plan to Drive Next Phase of Growth • Repor |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incor |
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| November 12, 2024 |
Exhibit 10.2 to the Current Report on Form 10-Q filed on November 12, 2024 (File No. 001-39672) Execution Version NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U. |
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| October 31, 2024 |
EX-99.1 Exhibit 99.1 FiscalNote Announces Sale Of Aicel Technologies, Inc. For $9.65 Million In Total Consideration Divestiture of Non-Core Asset Further Deleverages Balance Sheet with Gross Cash Consideration Simplification Facilitates Further Operating Efficiencies and Overall Profitability by Focusing and Driving Annual Recurring Revenue Through Core Business Board of Directors Continues to Rev |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commiss |
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| September 13, 2024 |
As filed with the Securities and Exchange Commission on September 13, 2024 As filed with the Securities and Exchange Commission on September 13, 2024 Registration No. |
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| September 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
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| September 13, 2024 |
FiscalNote Holdings, Inc. 2024 Inducement Equity Incentive Plan Exhibit 99.1 FISCALNOTE HOLDINGS, INC. 2024 INDUCEMENT EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: September 5, 2024 SECTION 1. PURPOSE FiscalNote Holdings, Inc. hereby establishes this 2024 Inducement Equity Incentive Plan (the “Plan”). This Plan is intended to (i) attract and retain the best available personnel to ensure the success of the Company (as defined below) and its Affiliat |
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| September 13, 2024 |
Exhibit 99.3 FiscalNote Holdings, Inc. 2024 Inducement Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARD FiscalNote Holdings, Inc. (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the FiscalNote Holdings, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”). Your “Award Agreement” appli |
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| September 13, 2024 |
Exhibit 99.2 FiscalNote Holdings, Inc. 2024 Inducement Equity Incentive Plan NOTICE OF STOCK OPTION AWARD FiscalNote Holdings, Inc. (“Company”) has awarded to you (“Participant”) an option to purchase the number of shares of Common Stock set forth below (the “Option”) under the FiscalNote Holdings, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the Op |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorporat |
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| August 8, 2024 |
Exhibit 99.1 FiscalNote Reports Second Quarter 2024 Financial Results Exceeds Previous Forecast and Reports Fourth Consecutive Quarter of Positive Adjusted EBITDA While Implementing Accelerated AI Product Strategy and Roadmap • Reports Q2 2024 total revenues of $29.2 million and adjusted EBITDA of $1.8 million(1), both exceeding previously provided forecast • Records fourth consecutive quarter of |
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| July 25, 2024 |
July 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, DC 20549 Attention: Blaise Rhodes Angela Lumley Re: FiscalNote Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39672 Ladies and Gentlemen: FiscalNote Holdings, Inc. (the “Company,” “we,” and “our”) |
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| June 14, 2024 |
Second Letter Agreement, dated as of June 12, 2024, by and between the Company and EGT-East, LLC. Exhibit 10.1 SECOND LETTER AGREEMENT This Second Letter Agreement (this “Agreement”), dated as of June 12, 2024, is hereby entered into by and between EGT-East, LLC, a Delaware limited liability company (the “Investor”), and FiscalNote Holdings, Inc., a Delaware corporation (the “Company” and, together with the Investor, the “Parties”): Capitalized terms used and not defined herein have the respec |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 31, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 10, 2024 |
Exhibit 10.3 to the Current Report on Form 10-Q filed on May 10, 2024 (File No. 001-39672). Execution Version FISCALNOTE HOLDINGS, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the 2nd day of May 2024, by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the individual signatory hereto (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers t |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorpora |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 9, 2024 |
Disclaimer Forward Looking Statements Certain statements herein may be considered forward-looking statements within the meaning of the federal securities laws. |
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| May 9, 2024 |
Exhibit 99.1 FiscalNote Reports First Quarter 2024 Financial Results Outlines Accelerated AI Product Strategy and Roadmap • Reports Q1 2024 total revenues of $32.1 million and adjusted EBITDA of $1.2 million(1), both slightly exceeding previously provided guidance • Reaffirms forecast for FY 2024 and issues forecast for Q2 2024 • Successfully completes Board.org divestiture for a total considerati |
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| May 9, 2024 |
FiscalNote, Inc. (NYSE: NOTE) First Quarter 2024 Financial Results Conference Call Pre-Recorded Prepared Comments Speaker 1: Bob Burrows, Founder, Western Avenue Advisers LLC (Investor Relations Consultant to the Company) Good morning. My name is Bob Burrows. I am with Western Avenue Advisers LLC, which was hired in April as an investor relations consultant to the Company following Sara Buda’s rec |
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| April 22, 2024 |
FISCALNOTE HOLDINGS, INC. Up to 7,704,783 Shares of Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276498 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 7,704,783 Shares of Class A Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholder named in this prospectus (together with any of such stockholder’s transferees, pledgees, donees or successors) (the “selling stockhol |
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| April 16, 2024 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 April 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Rebekah Reed Cara Wirth Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-276498) Acceleration Reques |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| April 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| April 12, 2024 |
Exhibit 10.1 to the Current Report on Form 8-K filed on April 12, 2024 (File No. 001-39672). Exhibit 10.1 LETTER AGREEMENT This Letter Agreement (this “Agreement”), dated as of April 11, 2024, by and between EGT-East, LLC, a Delaware limited liability company (the “Investor”), and FiscalNote Holdings, Inc., a Delaware corporation (the “Company” and, together with the Investor, the “Parties”), modifies certain terms of those certain Senior Subordinated Convertible Promissory Notes made by |
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| April 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| April 12, 2024 |
As filed with the Securities and Exchange Commission on April 12, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. |
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| March 15, 2024 |
Exhibit 21.1 Subsidiaries of FiscalNote Holdings, Inc. Name of Subsidiary Jurisdiction of Organization FiscalNote Intermediate HoldCo, Inc. Delaware FiscalNote Holdings II, Inc. Delaware FiscalNote, Inc. Delaware VoterVoice, L.L.C. Louisiana CQ-Roll Call, Inc. Delaware Capitol Advantage LLC Virginia Sandhill Strategy LLC District of Columbia FactSquared, LLC Delaware The Oxford Analytica Internati |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396972 FISCALNOTE HOL |
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| March 15, 2024 |
Exhibit 97.1 to Annual Report on Form 10-K filed on March 15, 2024 (File No. 001-39672) EXHIBIT 97.1 EXECUTIVE COMPENSATION CLAWBACK POLICY Effective as of November 2, 2023 A. OVERVIEW The Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to foster a culture of integrity and accountability reinforced by the Company's executive compensation philosophy, programs and policies, Accor |
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| March 15, 2024 |
Exhibit 10.10 to the Annual Report on Form 10-K filed on March 14, 2024 (File No. 001-396972) Exhibit 10.10 December 14, 2022 Richard Henderson Dear Richard, At FiscalNote, we are on a mission to connect the world and its people to the government. Our fast-growing organization provides FiscalNoters with the opportunity to help customers unlock the information they need when they need it, so they can make an impact on the world’s most pressing issues. We are incredibly selective about who w |
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| March 15, 2024 |
Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2024 (File No. 001-39672). EX-10.1 Exhibit 10.1 EQUITY PURCHASE AGREEMENT by and among EXEC CONNECT INTERMEDIATE LLC, FISCALNOTE BOARDS LLC and FISCALNOTE, INC. March 11, 2024 Table of Contents Page ARTICLE I SALE AND PURCHASE OF EQUITY 1 1.1 Sale and Purchase of Company Interests 1 1.2 Purchase Price 1 1.3 Closing and Certain Deliverables 3 1.4 Closing Statement 3 1.5 Post-Closing Purchase Price Adjustment 5 1.6 Earnout Pa |
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| March 15, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (Amounts in thousands of U.S. dollars) EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (Amounts in thousands of U.S. dollars) The following unaudited pro forma combined balance sheet as of December 31, 2023 and the unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2023 present the financial information of FiscalNote Holdings, Inc. (“FiscalNote” or the” Co |
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| March 15, 2024 |
EX-10.2 Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered |
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| March 15, 2024 |
As filed with the Securities and Exchange Commission on March 15, 2024 S-8 As filed with the Securities and Exchange Commission on March 15, 2024 Registration No. |
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| March 15, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
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| March 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 12, 2024 |
Exhibit 99.1 FiscalNote Announces Fourth Quarter and Full Year 2023 Financial Results; Exceeds Adjusted EBITDA Expectations Divests Board.Org Community Engagement Platform for Total Consideration of up to $103 Million $95 Million Cash Consideration Enables Repayment of Senior Debt and Enhances Balance Sheet Enters the Year with Simplified Product Strategy for Continued Growth and Adjusted EBITDA P |
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| February 9, 2024 |
As filed with the Securities and Exchange Commission on February 9, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. |
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| February 9, 2024 |
1401 Eye Street NW, Suite 800, Washington, DC 20005 • (202) 783-3300 February 9, 2024 Shashi Khiani (202) 626-8312 (202) 379-3543 Fax skhiani@polsinelli. |
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| February 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| January 31, 2024 |
NOTE / FiscalNote Holdings, Inc. / STONEHILL CAPITAL MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 12, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| December 18, 2023 |
NOTE / FiscalNote Holdings, Inc. / Nilsson Keith - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (2 |
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| December 11, 2023 |
Exhibit 10.2 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672) EX-10.2 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 8, 2023, by and between FISCALNOTE HOLDINGS, INC., a Delaware corporation, with headquarters located at 1201 Pennsylvania Ave NW, 6th Floor, Washington, D.C. 20004 (the “Company”), and EGT-EAST, LLC, a Delaware limited liability company, with its address at [***] (the “Buye |
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| December 11, 2023 |
EX-10.1 Exhibit 10.1 AI COPILOT PARTNERSHIP AGREEMENT This AI Copilot Partnership Agreement (“Agreement”) is made and entered into as of December 8, 2023 (the “Effective Date”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Parent”), FiscalNote, Inc., a Delaware corporation (“FiscalNote” and together with Parent, the “FN Parties”), and EGT-East, LLC, a Delaware limited liability |
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| December 11, 2023 |
EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of December 8, 2023, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the several signatories hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”). This Agreement is made pursuant to the (i) Securities Pur |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commiss |
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| December 11, 2023 |
Exhibit 10.3 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672) EX-10.3 Exhibit 10.3 NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR OTHER JURISDICTION AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SEC |
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| November 29, 2023 |
NOTE / FiscalNote Holdings Inc - Class A / Yao Gerald - SC 13D/A Activist Investment SC 13D/A 1 d148349dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th |
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| November 20, 2023 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 November 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jennie Beysolow Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-275535) Acceleration Request Reque |
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| November 17, 2023 |
NOTE / FiscalNote Holdings Inc - Class A / Hwang Tim - SC 13D/A Activist Investment SC 13D/A 1 d418865dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incor |
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| November 14, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 FiscalNote Holdings, Inc. |
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| November 14, 2023 |
As filed with the Securities and Exchange Commission on November 14, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2023 Registration No. |
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| November 14, 2023 |
Exhibit 99.1 FiscalNote Announces Third Quarter 2023 Financial Results and Reaches Adjusted EBITDA Profitability Delivers 17% Revenue Growth Year-over-Year Amidst Ongoing Enterprise Demand For FiscalNote’s Trusted, AI-enabled Global Regulatory, Policy, and Market Intelligence Announces FiscalNote AI Co-Pilot Program to Extend its Leadership in AI for the Legal and Policy Sector and Enable Incremen |
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| September 18, 2023 |
FISCALNOTE HOLDINGS, INC. Up to 11,215,000 Shares of Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274397 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 11,215,000 Shares of Class A Common Stock This prospectus relates to the resale or other disposition from time to time of up to 11,215,000 shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that are issuable pursuant to the terms of th |
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| September 18, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267098 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 76,401,937 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 11,000,000 shares of our Class A Common Stock, par va |
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| September 13, 2023 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 September 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Scott Anderegg Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-274397) Acceleration Request Reque |
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| September 8, 2023 |
NOTE / FiscalNote Holdings Inc - Class A / Nilsson Keith - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (2 |
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| September 7, 2023 |
As filed with the Securities and Exchange Commission on September 7, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 7, 2023 Registration No. |
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| September 7, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
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| September 7, 2023 |
As filed with the Securities and Exchange Commission on September 7, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 7, 2023 Registration No. |
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| August 10, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-267098 Prospectus Supplement No. #2 (To Prospectus Dated May 12, 2023) Up to 87,504,863 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants FISCALNOTE HOLDINGS, INC. This prospectus supplement supplements the prospectus dated M |
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| August 10, 2023 |
Exhibit 10.8 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** AMENDMENT NO. 3 to SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT No. |
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| August 9, 2023 |
Exhibit 99.1 FiscalNote Announces Second Quarter 2023 Financial Results with Q2 Revenue Growth of 21% Year-over-Year Increases Q3 Profitability Guidance with Expectation to be Profitable on an Adjusted EBITDA Basis in Q3 2023, a Quarter Earlier than Expected Deepens its AI Leadership in the Legal, Regulatory and Policy Sector with new Proprietary FiscalNoteGPT and AI-Powered FiscalNote Risk Connec |
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| August 9, 2023 |
Exhibit 10.8 to the Current Report on Form 10-Q filed on August 9,2023 (File No. 001-39672) Exhibit 10.8 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** AMENDMENT NO. 3 to SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT No. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorporat |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| July 3, 2023 |
Exhibit 10.1 to the Current Report on Form 8-K filed on July 3,2023 (File No. 001-39672) EXCHANGE AND SETTLEMENT AGREEMENT This Exchange and Settlement Agreement (this “Agreement”) is made and entered into as of June 30, 2023, by and among FiscalNote Holdings, Inc. |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 17, 2023 |
Exhibit 10.1 to the Current Report on Form 8-K filed on May 17,2023 Exhibit 10.1 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** joinder and AMENDMENT NO. 2 to SECOND AMENDED AND RESTATED CREDIT and GUARANTY agreement This JO |
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| May 15, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-267098 Prospectus Supplement No. #1 (To Prospectus Dated May 12, 2023) Up to 87,504,863 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants FISCALNOTE HOLDINGS, INC. This prospectus supplement supplements the prospectus dated M |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorpora |
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| May 12, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267098 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 87,504,863 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 11,000,000 shares of our Class A Common Stock, |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 10, 2023 |
FiscalNote Announces First Quarter 2023 Financial Results with 21% Revenue Growth Year-over-Year Reiterates its 2023 Guidance and Expectations to be Profitable in the Fourth Quarter of 2023 on an Adjusted EBITDA Basis WASHINGTON, D. |
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| May 5, 2023 |
EX-10.17 Exhibit 10.17 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIV |
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| May 5, 2023 |
EX-10.16 Exhibit 10.16 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** DATED 27 JANUARY 2023 The persons listed in Schedule 1 (Sellers’ details) as Sellers F |
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| May 5, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
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| April 19, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 6, 2023 |
Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2023 (File No. 001-39672). Exhibit 10.1 FiscalNote Holdings, Inc. Executive Severance Plan Effective April 3, 2023 1. Purpose of Plan. FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), maintains this FiscalNote Holdings, Inc. Executive Severance Plan (this “Plan”) for the purpose of providing individuals who are designated as participants in the Plan by the Board of Directors of the Company (the “Board”) or |
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| March 29, 2023 |
As filed with the Securities and Exchange Commission on March 29, 2023 S-8 As filed with the Securities and Exchange Commission on March 29, 2023 Registration No. |
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| March 29, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
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| March 28, 2023 |
Exhibit 10.9 to the Annual Report on Form 10-K filed on March 28, 2023 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into as of July 29, 2022 (the “Agreement Date”), is made by and between FiscalNote Holdings, Inc. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396972 FISCALNOTE HOL |
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| March 28, 2023 |
Exhibit 4.1 to the Annual Report on Form 10-K filed on March 28, 2023 Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities and certain provisions in our certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”) as currently in effect. Because the following description is only a summary, it does not contain all of the information and is qualified in its entirety by our Charter and Bylaws, copies of which hav |
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| March 28, 2023 |
Exhibit 21.1 to Annual Report on Form 10-K filed on March 28, 2023 (File No. 001-39672). Exhibit 21.1 Subsidiaries of FiscalNote Holdings, Inc. Name of Subsidiary Jurisdiction of Organization FiscalNote Intermediate HoldCo, Inc. Delaware FiscalNote Holdings II, Inc. Delaware FiscalNote, Inc. Delaware VoterVoice, L.L.C. Louisiana CQ-Roll Call, Inc. Delaware Capitol Advantage LLC Virginia Sandhill Strategy LLC District of Columbia FactSquared, LLC Delaware The Oxford Analytica Internati |
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| March 28, 2023 |
FiscalNote Announces Fourth Quarter and Full Year 2022 Financial Results; Provides Outlook for FY 2023 Announces FY 2022 Results With GAAP Revenue at the Top End of Its Guidance Range Expects Ongoing Revenue Momentum Throughout 2023 and Reiterates Adjusted EBITDA Profitability by the Fourth Quarter of 2023 WASHINGTON, D. |
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| March 28, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 20, 2023 |
Exhibit 10.2 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672) Exhibit 10.2 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT |
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| March 20, 2023 |
Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672). Exhibit 10.1 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** AMENDMENT NO. 1 to SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT No. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 1, 2023 |
FISCALNOTE ANNOUNCES PRELIMINARY FY 2022 RESULTS WITH EXPECTED GAAP REVENUE AT THE TOP END OF ITS GUIDANCE RANGE PROVIDES INITIAL 2023 REVENUE OUTLOOK AND REITERATES PATH TO ADJUSTED EBITDA PROFITABILITY IN Q4 2023 WASHINGTON, D. |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 14, 2023 |
US3376551046 / FISCALNOTE HOLDINGS INC / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) FISCALNOTE HOLDINGS, INC. (formerly Duddell Street Acquisition Corp.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 337655104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this |
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| January 27, 2023 |
FN Shareholders: It’s been quite a journey these last several years, and as we enter 2023, I thought I’d take a moment to get in touch to provide an update about FiscalNote. |
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| January 27, 2023 |
FISCALNOTE ANNOUNCES ACQUISITION OF DRAGONFLY, A LEADING GEOPOLITICAL DATA AND SECURITY INTELLIGENCE COMPANY FOR BUSINESS RISK DECISION-MAKERS AT BLUE-CHIP ORGANIZATIONS AROUND THE WORLD Known for its Subscription Security Intelligence and Analysis Service SaaS Platform, Dragonfly Empowers Its Expansive, Diverse Base of Customers with Actionable Intelligence, Data, and Advisory for Mission-Critical Solutions Dragonfly Broadens FiscalNote’s Geopolitical & Marketplace Portfolio, Provides High-Growth Annual Recurring Revenue, & Expands Global Customer Footprint WASHINGTON, D. |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 27, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 27, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits EX-99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) |
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| January 25, 2023 |
US3376551046 / FISCALNOTE HOLDINGS INC / Duddell Street Holdings Ltd - SC 13D/A Activist Investment SC 13D/A 1 d380002dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) Manoj Jain 8/F Printing House 6 Duddell Street Hong Kong +852 3 |
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| January 5, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 14, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-267098 Prospectus Supplement No. #1 (To Prospectus Dated November 10, 2022) Up to 87,504,863 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants FISCALNOTE HOLDINGS, INC. This prospectus supplement supplements the prospectus da |
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| November 14, 2022 |
Exhibit 99.1 FiscalNote Announces Third Quarter 2022 Financial Results 34% Revenue Growth Year-over-Year Reflects Strong Annual Recurring Revenue and Successful Execution of the Company's Growth Strategy Initiates FY 2022 GAAP Revenue Guidance Indicating Revenue Growth of Approximately 36% Year-over-Year and Reiterates FY 2022 Adjusted EBITDA Guidance Remains on Track for Positive Adjusted EBITDA |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 FISCALNOTE HOLDINGS, INC. |
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| November 14, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267098 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 87,504,863 Shares of Class A Common Stock Up to 11,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 7,000,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 11,000,000 shares of our Class A Common Stock, par va |
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| November 4, 2022 |
FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor Washington, DC 20004 November 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jennie Beysolow Ms. Jennifer L?pez Molina Re: FiscalNote Holdings, Inc. Registration Statement on Form S-1 File No. 333-267098 (the ?Registration Statement?) |
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| October 26, 2022 |
CORRESP 1 filename1.htm October 26, 2022 VIA EDGAR SUBMISSION Ms. Jennie Beysolow Ms. Jennifer López Molina Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: FiscalNote Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 29, 2022 File No. 333-267098 Ms. Beysolow and Ms. López |
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| October 24, 2022 |
NOTE / FiscalNote Holdings Inc - Class A / Hwang Tim - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (202) 793 |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissi |
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| October 5, 2022 |
As filed with the Securities and Exchange Commission on October 5, 2022 As filed with the Securities and Exchange Commission on October 5, 2022 Registration No. |
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| October 5, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
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| September 29, 2022 |
As filed with the Securities and Exchange Commission on September 28, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 28, 2022 Registration No. |
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| September 29, 2022 |
Exhibit 107 to S-1/A filed on September 29, 2022 (File No. 333-267098) Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) FiscalNote Holdings, Inc. |
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| September 28, 2022 |
SEPTEMBER 28, 2022 VIA EDGAR SUBMISSION Mr. Ryan Lichtenfels Ms. Jennifer López Molina Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: FiscalNote Holdings, Inc. Registration Statement on Form S-1 Filed August 26, 2022 File No. 333-267098 Ladies and Gentlemen: On behalf of our client, FiscalNote Holdings, I |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
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| August 26, 2022 |
Calculation of Filing Fee Table. EX-FILING FEES 10 d674968dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) FiscalNote Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Each Class of Securities To Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering |
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| August 26, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on August 26, 2022 Registration No. |
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| August 25, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorporation) (Commiss |
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| August 25, 2022 |
EX-16.1 2 d375555dex161.htm EX-16.1 Exhibit 16.1 August 25, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 We have read the statements made by FiscalNote Holdings, Inc. (formerly Duddell Street Acquisition Corp.) included under Item 4.01 of its Form 8-K dated August 25, 2022. We agree with the statements concerning our Firm under Item |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Content ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo |
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| August 15, 2022 |
Exhibit 99.1 FiscalNote Announces Second Quarter 2022 Financial Results Total revenue of $27.2 million, up 41% year-over-year Run-rate revenue(1) at June 30, 2022 of $115 million, up 15% compared to June 30, 2021 Annual Recurring Revenue(1) at June 30, 2022 of $103 million, up 16% compared to June 30, 2021 Reaffirms run-rate revenue guidance of $173 million for 2022 WASHINGTON, D.C., ? Monday, Aug |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-396972 N/A (State or other jurisdiction of incorporation) (Commission Fil |
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| August 15, 2022 |
Exhibit 99.1 FiscalNote Holdings, Inc. (renamed as FiscalNote Intermediate Holdco, Inc., effective July 29, 2022) Condensed Consolidated Financial Statements As of June 30, 2022 and December 31, 2021 and for the Three and Six Months Ended June 30, 2022 and 2021 FISCALNOTE HOLDINGS, INC. TABLE OF CONTENTS Page No. Financial Information (Unaudited): Financial Statements Condensed Consolidated Balanc |
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| August 15, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 (July 29, 2022) FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-396972 N/A (State or other jurisdicti |
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| August 15, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K/A and, if not defined in the Form 8-K/A, the Registration Statement on Form S-4 (File No. 333-261483) (the ?Registration Statement?). Unless the context otherwise requires, the ?Company? or ?New Fisca |
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| August 12, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) July 29, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) Manoj Jain 8/F Printing House 6 Duddell Street Hong Kong +852 3468 6200 (Name, Address and Telephone Numb |
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| August 8, 2022 |
EX-99.1 JOINT FILING AGREEMENT This Joint Filing Agreement is by and between Timothy Hwang and Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of Class A Common Stock, par value $0.0001 per share, and s |
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| August 8, 2022 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement is by and between Keith Nilsson and Visionnaire Ventures Fund I, LP (together, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of Class A Common Stock, par value $0.0001 per share, of FiscalNote Holdings, Inc. be |
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| August 8, 2022 |
NOTE / FiscalNote Holdings Inc - Class A / Nilsson Keith - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (202) 793-53 |
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| August 8, 2022 |
NOTE / FiscalNote Holdings Inc - Class A / Hwang Tim - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (202) |
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| August 8, 2022 |
NOTE / FiscalNote Holdings Inc - Class A / Yao Gerald - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FiscalNote Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 337655 104 (CUSIP Number) c/o FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (202) 793-53 |
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| August 2, 2022 |
Exhibit 21.1 FiscalNote Holdings, Inc. Subsidiaries Subsidiaries Jurisdiction of Organization VoterVoice, L.L.C. Louisiana FiscalNote Intermediate Holdco, Inc. Delaware CQ-Roll Call, Inc. Delaware Capitol Advantage LLC Virginia FiscalNote Holdings II, Inc. Delaware FiscalNote, Inc. Delaware Sandhill Strategy, LLC District of Columbia FactSquared, LLC Delaware Fireside 21, LLC Delaware The Oxford A |
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| August 2, 2022 |
Exhibit 10.8 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.8 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agre |
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| August 2, 2022 |
Duddell Street Acquisition Corp. and FiscalNote Complete Business Combination FiscalNote to Begin Trading on the New York Stock Exchange on Monday, August 1, 2022 Under the Ticker Symbol “NOTE” Long-Term Growth Plan Funded by $425 Million in Capital Co-Founder, Chairman & CEO Tim Hwang Will Join Senior Leadership and Company Employees at the New York Stock Exchange to Ring Opening Bell on Thursday |
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| August 2, 2022 |
Amended and Restated Registration Rights Agreement, dated as of July 29, 2022 Exhibit 10.5 Annex F AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2022, is made and entered into by and among FiscalNote Holdings, Inc., a Delaware corporation domesticated from Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), Duddell Street Holdings Limited, a |
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| August 2, 2022 |
Exhibit 10.13 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.13 FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan NOTICE OF STOCK OPTION AWARD FiscalNote Holdings, Inc. (“Company”) has awarded to you (“Participant”) an option to purchase the number of shares of Common Stock set forth below (the “Option”) under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the Option consists o |
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| August 2, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K and, if not defined in the Form 8-K, the Registration Statement on Form S-4 (File No. 333-261483) (the “Registration Statement”). Unless the context otherwise requires, the “Company” or “New FiscalNot |
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| August 2, 2022 |
Exhibit 3.1 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FISCALNOTE HOLDINGS, INC. ARTICLE I NAME The name of the corporation is FiscalNote Holdings, Inc. (hereinafter called the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its regist |
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| August 2, 2022 |
Exhibit 10.7 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.7 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** AMENDMENT AND RESTATEMENT AGREEMENT This AMENDMENT AND RESTATEMENT AGREEMENT (this “Restatement |
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| August 2, 2022 |
Exhibit 10.11 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.11 FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD FiscalNote Holdings, Inc. (“Company”) has awarded to you (“Participant”) performance-based restricted stock units (“PSUs”) covering the number of Shares set forth below (the “PSU Award”) under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Your “A |
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| August 2, 2022 |
Exhibit 3.2 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 3.2 BYLAWS OF FISCALNOTE HOLDINGS, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Corporation”), the Chairperson of the Board or the Chief Executive Officer or, if not so designated, at the principal office o |
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| August 2, 2022 |
Exhibit 10.6 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.6 FISCALNOTE HOLDINGS, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the 29th day of July, 2022, by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the individual signatory hereto (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the |
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| August 2, 2022 |
Exhibit 10.10 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.10 FISCALNOTE HOLDINGS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 30, 2022 APPROVED BY THE SHAREHOLDERS: July 27, 2022 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a se |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-396972 N/A (State or other jurisdiction of incorporation) (Commission File |
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| August 2, 2022 |
Exhibit 10.9 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.9 FISCALNOTE HOLDINGS, INC. 2022 LONG-TERM INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 30, 2022 APPROVED BY THE SHAREHOLDERS: July 27, 2022 SECTION 1. PURPOSE FiscalNote Holdings, Inc. hereby establishes this 2022 Long-Term Incentive Plan (the “Plan”). This Plan is intended to (i) attract and retain the best available personnel to ensure the success of the Company (as defined |
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| August 2, 2022 |
Exhibit 10.12 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) Exhibit 10.12 FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARD FiscalNote Holdings, Inc. (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the RS |
