Basisstatistiken
| LEI | 213800ES9QGPFJR85C09 |
| CIK | 1823466 |
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 Daedalus Special Acquisition Corp.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 29, 2026 |
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 27, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
|
| May 18, 2026 |
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 18, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commission |
|
| May 11, 2026 |
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, 2026 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incorpora |
|
| May 7, 2026 |
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): May 7, 2026 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 |
|
| May 7, 2026 |
Exhibit 99.1 FiscalNote Reports First Quarter 2026 Financial Results Total Revenue and Adjusted EBITDA In-Line with Guidance; Reaffirms FY26 Guidance and Establishes Q2 2026 Forecast Reaffirms Expectation of Next-Twelve Months’ Positive Free Cash Flow Generation for Q2 2026 Through Q1 2027 and Beyond New Product Initiatives Take Advantage of Large Growth Opportunities in Agentic AI-Driven Data Con |
|
| April 22, 2026 |
UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 OR ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FORTHE TRANSITIONPERIODFROM TO CommissionFileNumber001-396972 FISCALNOTEHOLDINGS,INC. Delaware 88-3772307 (Stateorotherjurisdi |
|
| April 21, 2026 |
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 21, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
|
| April 15, 2026 |
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 On |
|
| April 15, 2026 |
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 On |
|
| March 26, 2026 |
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, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
|
| March 26, 2026 |
EX-99.1 Exhibit 99.1 FiscalNote Holdings Announces NYSE Notice of Delisting and Appeal Process Trading Expected to Continue Uninterrupted as Shares Move to Over-the-Counter Market Company Remains Positioned to Deliver Positive Free Cash Flow on a Forward Twelve-Month Basis While Advancing Key Growth Initiatives Board of Directors Continues to Review All Strategic Options Available to the Company t |
|
| March 24, 2026 |
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 |
|
| March 24, 2026 |
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, 2025 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 |
|
| March 24, 2026 |
Subsidiaries of FiscalNote Holdings, Inc. 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 |
|
| March 24, 2026 |
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. |
|
| March 24, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into as of October 31, 2025, is made by and between FiscalNote Holdings, Inc. |
|
| March 24, 2026 |
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 |
|
| March 24, 2026 |
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 |
|
| March 19, 2026 |
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 15, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commissio |
|
| March 19, 2026 |
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): March 19, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| March 19, 2026 |
Exhibit 99.1 FiscalNote Reports Fourth Quarter and Full Year 2025 Financial Results Total Revenue Meets and Adjusted EBITDA Exceeds Guidance for Q4 and Full Year 2025 AI Deployment and Related Organizational Transformation to Drive Workforce Reduction of Approximately 25%; Company Anticipates Positive Free Cash Flow on a Trailing Twelve Month Basis by End of Q1 2027 New Product Initiatives Take Ad |
|
| March 16, 2026 |
NT 10-K SEC File Number: 001-39672 CUSIP Number: 337655302 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, 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. |
|
| February 20, 2026 |
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 18, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39672 88-3772307 (State or Other Jurisdiction of Incorporation) (Commis |
|
| February 20, 2026 |
Subject Line: Political Predictions Followup: Key Takeaways and Market Opportunity Overview Ex 99.1 Subject Line: Political Predictions Followup: Key Takeaways and Market Opportunity Overview Dear FiscalNote Investor, Thank you to those who joined us for Wednesday’s live discussion. Our panel, including our Strategic Advisors Dr. Laila Mintas (Founder & CEO, 365 Prediction) and Randall Boe (Senior Counsel, Akin Gump), along with Josh Resnik (CEO & President, FiscalNote) and Can Babaoglu |
|
| February 20, 2026 |
Political Prediction Markets: A Structural Growth Opportunity February 19, 2026 Political Prediction Markets: A Structural Growth Opportunity February 19, 2026 Safe Harbor Statement Certain statements herein may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
|
| February 20, 2026 |
Ex 99.2 The following is a transcript of a live discussion regarding opportunities in prediction markets that FiscalNote Holdings, Inc. hosted on February 18, 2026. Josh Resnik: Well, welcome everybody, and thank you for joining us for today's discussion about fiscal notes entry into political prediction markets. We announced fiscal notes expansion into this large, fast-growing market last week, a |
|
| February 17, 2026 |
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 17, 2026 FISCALNOTE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39672 88-3772307 (State or other jurisdiction of incorporation) (Commis |
|
| February 17, 2026 |
A Message from the CEO: FiscalNote’s Next Phase of Growth EX-99.1 Exhibit 99.1 A Message from the CEO: FiscalNote’s Next Phase of Growth The way people consume and act on information is changing fast. For any company that’s ready, this is opening up entirely new opportunities for how insight is created, shared, and used. FiscalNote enters this next phase with a unique set of assets. We already work with thousands of policy professionals and organizations |
|
| December 12, 2025 |
FISCALNOTE HOLDINGS, INC. Up to 2,349,395 Shares of Class A Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-291549 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 2,349,395 Shares of Class A Common Stock This prospectus relates to the resale or other disposition from time to time of up to an aggregate of 2,349,395 shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that are issuable pursuan |
|
| December 5, 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 December 5, 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: Alyssa Wall Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333- 291549) Acceleration Request R |
|
| November 14, 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 |
|
| November 14, 2025 |
As filed with the Securities and Exchange Commission on November 14, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2025 Registration No. |
|
| November 10, 2025 |
Exhibit 10.7 Execution Version 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 |
|
| November 10, 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 September 30, 2025 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (State or other jurisdiction of incor |
|
| November 6, 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): November 6, 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 |
|
| November 6, 2025 |
Exhibit 99.1 FiscalNote Reports Third Quarter 2025 Financial Results Q3 2025 Total Revenue Meets Guidance; Adjusted EBITDA Exceeds Guidance ARR Grows Sequentially on a Proforma Basis, Reflecting Benefit of Core Business Stabilization from PolicyNote Key Customer Engagement, Pipeline, and Sales Metrics Continue to Strengthen Completed Balance Sheet Refinancing Secures Long-term Operating Flexibilit |
|
| October 31, 2025 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into as of October 31, 2025, is made by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and Jon Slabaugh (“Executive” and together with the Company, the “Parties”). This Agreement amends and restates, and otherwise replaces in its entirety, the Employme |
|
| October 31, 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): October 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) (Commiss |
|
| October 31, 2025 |
EX-10.3 Exhibit 10.3 RETENTION AWARD AGREEMENT This RETENTION AWARD AGREEMENT (this “Agreement”) is effective as of , 2025 (the “Effective Date”), by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and , an individual (the “Executive”). RECITALS WHEREAS, the Executive has been identified as a key employee of the Company whose efforts are important for success of the |
|
| October 31, 2025 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the “Agreement”), entered into as of October 31, 2025, 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, and otherwise repl |
|
| October 2, 2025 |
144 0001937743 XXXXXXXX LIVE 0001823466 FiscalNote Holdings, Inc. 001-39672 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR WASHINGTON DC 20004 202 793-5300 Hwang Tim Director Class A Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 4766 22860.60 163909082 10/02/2025 NYSE Class A 10/01/2025 Restricted Stock Vesting Issuer N 4766 10/01/2025 Compensation N Timothy T. Hwang Revocable Trust |
|
| September 19, 2025 |
DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| September 11, 2025 |
FISCALNOTE HOLDINGS, INC. Up to 7,083,333 Shares of Class A Common Stock 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-289803 PROSPECTUS FISCALNOTE HOLDINGS, INC. Up to 7,083,333 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 st |
|
| September 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): September 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) (Commi |
|
| September 10, 2025 |
X0101 EFFECT 33 LIVE 2025-09-10 16:30:00 S-3 0001823466 FiscalNote Holdings, Inc. 333-289803 |
|
| September 8, 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 September 8, 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: Alyssa Wall Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 (File No. 333-289803) Acceleration Request R |
|
| September 5, 2025 |
September 5, 2025 Josh Resnik Chief Executive Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W., 6th Floor Washington, D.C. 20004 Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 Filed August 22, 2025 File No. 333-289803 Dear Josh Resnik: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 |
|
| September 5, 2025 |
PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| September 4, 2025 |
144 0001937743 XXXXXXXX LIVE 0001823466 FiscalNote Holdings, Inc. 001-39672 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR WASHINGTON DC 20004 202 793-5300 Hwang Tim Director Class A Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 5785 24545.18 163909082 09/04/2025 NYSE Class A 09/02/2025 Restricted Stock Vesting Issuer N 5785 09/02/2025 Compensation N Timothy T. Hwang Revocable Trust |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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. |
|
| 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. |
|
| 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. |
|
| August 8, 2025 |
DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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, |
|
| 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 |
|
| July 29, 2025 |
PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| May 30, 2025 |
May 30, 2025 Josh Resnik Chief Executive Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W., 6th Floor Washington, D.C. 20004 Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 Filed May 23, 2025 File No. 333-287565 Dear Josh Resnik: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regardi |
|
| May 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È 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 |
|
| 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 |
|
| 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. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| February 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| December 2, 2024 |
December 2, 2024 Todd Aman General Counsel FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W. 6th Floor Washington, D.C. 20004 Re: FiscalNote Holdings, Inc. Registration Statement on Form S-3 Filed November 22, 2024 File No. 333-283416 Dear Todd Aman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding r |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| November 22, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| September 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| July 25, 2024 |
July 25, 2024 Jon Slabaugh Chief Financial Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W. 6th Floor Washington, DC 20004 Re: FiscalNote Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-39672 Dear Jon Slabaugh: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of |
|
| 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”) |
|
| July 18, 2024 |
July 18, 2024 Jon Slabaugh Chief Financial Officer FiscalNote Holdings, Inc. 1201 Pennsylvania Avenue, N.W. 6th Floor Washington, DC 20004 Re: FiscalNote Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39672 Dear Jon Slabaugh: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| May 9, 2024 |
Disclaimer Forward Looking Statements Certain statements herein may be considered forward-looking statements within the meaning of the federal securities laws. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| April 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| March 15, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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. |
|
| February 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| February 2, 2024 |
United States securities and exchange commission logo February 2, 2024 Timothy Hwang Chief Executive Officer FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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. |
|
| January 12, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| November 20, 2023 |
United States securities and exchange commission logo November 20, 2023 Timothy Hwang Chief Executive Officer FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| November 14, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| September 12, 2023 |
United States securities and exchange commission logo September 12, 2023 Timothy Hwang Chief Executive Officer FiscalNote Holdings, Inc. |
|
| 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 |
|
| 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. |
|
| 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. |
|
| September 7, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FiscalNote Holdings, Inc. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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, |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| May 5, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
|
| April 19, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È 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 |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| March 29, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FiscalNote Holdings, Inc. |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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. |
|
| 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 |
|
| 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 |
|
| 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. |
