FiscalNote Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 15, 2024
NOTE$0.01+4.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
List of documents filed as part of this Report.
The Consolidated Financial Statements for FiscalNote Holdings, Inc. and related notes and the Report of RSM U.S. LLP (PCAOB No.49) dated March 14, 2024, are included herein in Part II, Item 8.
Financial Statement Schedules
All schedules have been omitted because the information required to be set forth herein is not applicable or is shown in the financial statements or notes thereto.
Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
| ExhibitNumber | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) |
| 2.1 | Agreement and Plan of Merger, dated as of November 7, 2021, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”). | Annex A to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483). |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”). | Annex A-2 to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483). |
| 3.1 | Certificate of Incorporation of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.). | Exhibit 3.1 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 3.2 | Bylaws of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.). | Exhibit 3.2 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 4.2 | Warrant Agreement, dated as of October 28, 2020, by and among Duddell Street Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | Exhibit 4.1 of DSAC’s Current Report on Form 8-K filed with the SEC on November 2, 2020 (File No. 333-249207) |
| 4.3 | Form of Restricted Stock Agreement, dated as of March 25, 2022, pursuant to the Membership Interest Purchase Agreement, dated as of November 19, 2021, by and among FiscalNote, Inc., the unitholders listed on Appendix 1 thereto and Legacy FiscalNote. | Exhibit 4.6 of DSAC’s Form S-4/A filed with the SEC on June 27,2022 (File No. 333-261483) |
| 4.4 | Form of Warrant | Exhibit 10.2 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672) |
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of July 29, 2022, by and among FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.), Duddell Street Holdings Limited and the other Holders signatory thereto. | Exhibit 10.5 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.2+ | Form of Indemnification Agreement. | Exhibit 10.6 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.3 | Amendment and Restatement Agreement, dated as of July 29, 2022, by and among FiscalNote, Inc., the other borrowers party thereto, the guarantors party thereto, Runway Growth Finance Corp., as administrative agent and collateral agent, and the lenders party thereto. | Exhibit 10.7 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.4 | Amended and Restated Security Agreement, dated as of October 19, 2020, by and among the persons listed on the signature pages thereto as "Grantors" and those additional entities that thereafter become parties thereto by executing the form of Joinder attached thereto as Annex 1, and Runway Growth Credit Fund Inc. as administrative agent and collateral agent for the lenders. | Exhibit 10.8 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.5+ | FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan. | Exhibit 10.9 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.6+ | FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan. | Exhibit 10.10 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.7+ | Employment Agreement between FiscalNote Holdings, Inc. and Timothy Hwang | Exhibit 10.18 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483) |
| 10.8+ | Employment Agreement between FiscalNote Holdings, Inc. and Josh Resnick | Exhibit 10.19 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483) |
| 10.9+ | Employment Agreement between FiscalNote Holdings, Inc. and Jon Slabaugh | Exhibit 10.9 to the Annual Report on Form 10-K filed on March 28, 2023 |
| 10.10+ | Offer Letter between FiscalNote Holdings, Inc, and Richard Henderson | Filed with this report. |
| 10.11+ | Form of FiscalNote Holdings, Inc. Restricted Stock Unit Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan. | Exhibit 10.12 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.12+ | Form of FiscalNote Holdings, Inc. Performance Based Restricted Stock Unit Award Agreement under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan. | Exhibit 10.11 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.13+ | Form of FiscalNote Holdings, Inc. Stock Option Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan. | Exhibit 10.13 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 10.14 | Sponsor Agreement, dated as of November 7, 2021, by and among Duddell Street Holdings Limited, FiscalNote Holdings, Inc., Duddell Street Acquisition Corp. and certain of its shareholders. | Exhibit 10.1 to the Current Report on Form 8-K filed on November 8, 2021 (File No. 333-249207). |
| 10.15+ | FiscalNote Holdings, Inc. Change in Control Severance Plan, effective as of October 5, 2021. | Exhibit 10.14 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483). |
| 10.16+ | Amendment No. 1 to FiscalNote Holdings, Inc. Change in Control Severance Plan, effective as of March 22, 2022. | Exhibit 10.15 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483). |
| 10.17# | Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, the Company, FiscalNote Intermediate Holdco, Inc., FiscalNote Holdings II, Inc., Fireside 21, LLC, Factsquared, LLC, The Oxford Analytica International Group, LLC, Oxford Analytica Inc., FiscalNote Boards LLC, Predata, Inc., Curate Solutions, Inc., Forge.AI, Inc., and Frontier Strategy Group LLC, as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto | Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672). |
| 10.18+ | Executive Severance Plan, effective as of April 3, 2023 | Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2023 (File No. 001-39672). |
| 10.19# | Joinder and Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, Dragonfly Eye Limited and Oxford Analytica Limited as New Guarantors, Runway, as administrative agent and collateral agent, and each lender party thereto. | Exhibit 10.1 to the Current Report on Form 8-K filed on May 17, 2023 (File No. 001-39672). |
| 10.20# | Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, the Company, FiscalNote Intermediate Holdco, Inc., FiscalNote Holdings II, Inc., Fireside 21, LLC, Factsquared, LLC, The Oxford Analytica International Group, LLC, Oxford Analytica Inc., FiscalNote Boards LLC, Predata, Inc., Curate Solutions, Inc., Forge.AI, Inc., Frontier Strategy Group LLC, Oxford Analytica Ltd. and Dragonfly Eye Ltd., as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto. | Exhibit 10.8 to the Current Report on Form 10-Q filed on August 9,2023 (File No. 001-39672). |
| 10.21 | AI Co-Pilot Partnership Agreement, dated as of December 8, 2023, by and between the Registrant, FiscalNote, Inc. and EGT-East, LLC | Exhibit 10.1 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672). |
| 10.22 | Securities Purchase Agreement, dated as of December 8, 2023, by and between the Registrant and EGT-East, LLC | Exhibit 10.2 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672). |
| 10.23 | Form of Note | Exhibit 10.3 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672). |
| 10.24 | Registration Rights Agreement, dated as of December 8, 2023, by and between the Registrant and EGT-East, LLC | Exhibit 10.4 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672). |
| 10.25 | Exchange and Settlement Agreement, dated as of June 30, 2023, including the form of New Note | Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2023 (File No. 001-39672). |
| 21.1 | List of Subsidiaries of the Registrant | Filed with this report. |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). | Filed with this report. |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). | Filed with this report. |
| 32 | Section 1350 Certifications. | Furnished with this report. |
| 97.1 | Clawback Policy, effective as of November 2, 2023 | Filed with this report. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | Submitted electronically with this report. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbased Documents. | Submitted electronically with this report. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Submitted electronically with this report. |
+ Indicates a management contract or compensatory plan.
# Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that they are not material and is the type of information that the registrant treats as private and confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.