FiscalNote Holdings Inc

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 15, 2024, except as set forth below.

Our potential inability to maintain compliance with certain financial covenants set forth in the Credit Agreement raises substantial doubt about our ability to continue as a going concern.

The Company may not remain compliant with one, or all, of its financial covenants under the Credit Agreement. In the event that the Company is not compliant with all of its financial covenants under the Credit Agreement, the lenders may declare the outstanding amount thereunder immediately due and payable, at which time the Company would not have sufficient liquidity to satisfy the lenders rights. Accordingly, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year from the date of this filing.

If the Company’s strategic review does not result in any transaction or other outcome, it may need to consider restructuring or refinancing its debt, seeking additional equity or debt financing, or rationalization opportunities, both to further reduce the complexity of the business and ongoing operating expenses and to raise capital through opportunistic divestitures where appropriate. If the Company seeks additional financing and there remains substantial doubt about the Company's ability to continue as a going concern, financing sources may be unwilling to provide such funding to the Company on commercially reasonable terms, or at all. Furthermore, the perception that the Company may not be able to continue as a going concern may cause current and potential customers to review their business relationships and terms with the Company. Uncertainty regarding the Company's ability to continue as a going concern could also have a material and adverse impact on the price of the Company’s Class A Common Stock, which could negatively impact its ability to obtain equity-based financing or enter into strategic transactions. For more information, see Note 1, “Summary of Business and Significant Accounting Policies,” and Note 8, “Debt,” to the consolidated financial statements included herein.