FiscalNote Holdings, Inc.

As previously reported in our Current Report on Form 8-K filed on February 24, 2025, the Company entered into an equity purchase agreement dated February 21, 2025 (the “Purchase Agreement”) with Factiva Ltd., a limited company organized under the laws of England and Wales (the “Buyer”), providing for the sale of all of the outstanding equity interests held by the Company in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses” and such transaction, the “Equity Sale”).

On March 31, 2025 (the “Closing Date”), the Company received gross proceeds of $40 million upon completion of the Equity Sale, with the proceeds subject to adjustment based on the Sold Businesses’ working capital, indebtedness and transaction expenses, including retention payments payable to certain employees of the Sold Businesses following the Closing Date. In connection with the completion of the Equity Sale, the amendments to Senior Credit Facility previously reported in our February 24, 2025 Form 8-K filing became effective.

The unaudited pro forma combined financial information of the Company, giving effect to (i) the Equity Sale, (ii) the Company’s sale of Board.org, LLC (“Board.org”) and Aicel Technologies, Inc. (“Aicel”) on March 11, 2024 and October 31, 2024, respectively, and (iii) the related paydown of the Company’s senior term loan with proceeds received from the Equity Sale (collectively, the “Transactions”), which includes the unaudited pro forma combined balance sheet as of December 31, 2024 and the unaudited pro forma combined statements of operations and comprehensive loss for the year ended December 31, 2024 and the related notes, are included as Exhibit 99.1 to this Annual Report on Form 10-K and incorporated herein by reference. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 gives pro forma effect to the Transactions as if they had occurred on January 1, 2024. The unaudited pro forma combined balance sheet as of December 31, 2024 gives pro forma effect to the Equity Sale and the related paydown of the Company’s senior term loan with proceeds received from the Equity Sale as if they were completed on December 31, 2024.

The unaudited pro forma financial information included in this Annual Report on Form 10-K has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that the Company will experience after the Transactions.