FiscalNote Holdings, Inc.

Previous wording

As described in Note 17 “Subsequent Events” to the condensed consolidated financial statements included elsewhere herein, on August 5 and 12, 2025, the Company entered into, and closed on certain of, a series of transactions whereby the Company (a) retired all of its then outstanding obligations under the senior term loan consummated pursuant to the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC entered into concurrent with the Business Combination (the "Prior Senior Term Loan") totaling approximately $62.7 million (including accrued and unpaid interest and deferred finance costs) and replaced it with a $75.0 million new senior term loan maturing in August 2029; (b) issued $21.0 million of Debentures in exchange for $18.9 million of cash; (c) paid the holder of the GPO Convertible Note $27.0 million to redeem $30.0 million of aggregate principal under the GPO Convertible Note and exchanged the GPO Convertible Note for a new convertible note with a principal balance of $20.4 million maturing in November 2029, and (d) retired all of its then outstanding obligations under the Amended Legacy Notes by paying the holders $3.6 million in cash. Further, upon the date of the effectiveness of an initial resale registration statement with the Securities and Exchange Commission, the Company expects to issue another $12.3 million of Debentures whereby the net proceeds of $11.0 million will be used to repay the outstanding obligations under the Third Era Convertible Note, fund estimated transaction expenses and for general corporate purposes.

Current wording

As described in Note 8 “Debt” to the condensed consolidated financial statements included elsewhere herein, on August 12, 2025, the Company closed a series of transactions whereby the Company (a) retired all of its then outstanding obligations under the senior term loan consummated pursuant to the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC entered into concurrent with the Business Combination (the "Prior Senior Term Loan") totaling approximately $62.7 million (including accrued and unpaid interest and deferred finance costs) and replaced it with a $75.0 million new senior term loan maturing in August 2029; (b) issued $21,9 million of Convertible Debentures in exchange for $18.9 million of cash; (c) paid the holder of the GPO Convertible Note $27.0 million to redeem $30.0 million of aggregate principal under the GPO Convertible Note and exchanged the GPO Convertible Note for a new convertible note with a principal balance of $20.4 million maturing in November 2029 (the "2025 GPO Convertible Note"), and (d) retired all of its then outstanding obligations under the Amended Legacy Notes by paying the holders $3.6 million in cash. On September 11, 2025, the Company issued another $12.3 million of Convertible Debentures whereby the net proceeds of approximately $11.1 million was used to repay the outstanding obligations under the Third Era Convertible Note totaling $8.2 million.

Previous wording

On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.4 million from the sale of Dragonfly and Oxford Analytica during the six months ended June 30, 2025.

Current wording

On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.3 million from the sale of Dragonfly and Oxford Analytica during the nine months ended September 30, 2025.

Previous wording

On March 11, 2024, we completed the sale of Board.org for $90.9 million in cash at closing. The Company recorded a gain on sale of business of $71.5 million during the six months ended June 30, 2024.

Current wording

On March 11, 2024, we completed the sale of Board.org for $90.9 million in cash at closing. The Company recorded a gain on sale of business of $71.5 million during the nine months ended September 30, 2024.

Previous wording

Non-subscription revenue of approximately $0.7 million for the three months ended June 30, 2024 and approximately $0.7 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Non-subscription revenue of approximately $0.8 million for the three months ended September 30, 2024 and approximately $0.7 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

At the beginning of the second quarter of 2025 the Company had approximately 456 employees. As a result of the Company's business dispositions, product rationalization, business simplification, and cost takeout actions, the Company's full-time equivalent headcount reduced by approximately 17 from the beginning of the second quarter of 2025 through June 30, 2025. As a result, the Company has seen a reduction in overall cash costs across all operating expenses. Management will continue evaluating for additional rationalization opportunities to further reduce the complexity of the business and reduce ongoing operating expenses.

Current wording

At the beginning of the third quarter of 2025 the Company had approximately 439 employees. As a result of the Company's business dispositions, product rationalization, business simplification, and cost takeout actions, the Company's full-time equivalent headcount reduced by approximately 27 from the beginning of the third quarter of 2025 through September 30, 2025. As a result, the Company has seen a reduction in overall cash costs across all operating expenses. Management will continue evaluating for additional rationalization opportunities to further reduce the complexity of the business and reduce ongoing operating expenses.

Previous wording

We plan to invest a portion of our available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market to drive growth organically. We evaluate acquisitions and investment opportunities in complementary businesses to supplement our existing platform, enable us to enter new markets and ensure that we are well positioned to provide critical insights to the regulated sectors of the future. Past acquisitions have enabled us to deliver innovative solutions in new categories and enhance the functionality of our existing products. Strategic acquisitions may be a component of our growth strategy in the future.

Current wording

We plan to invest a portion of our available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market to drive growth organically. We may also evaluate acquisitions and investment opportunities in complementary businesses to supplement our existing platform, enable us to enter new markets and ensure that we are well positioned to provide critical insights to the regulated sectors of the future. Past acquisitions have enabled us to deliver innovative solutions in new categories and enhance the functionality of our existing products. Strategic acquisitions may be a component of our growth strategy in the future.

Previous wording

Approximately 92% of our revenues are subscription based. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for subsequent periods. We use ARR as a measure of our revenue trend and an indicator of our future revenue opportunity from existing recurring subscription customer contracts. We calculate ARR on a parent account level by annualizing the contracted subscription revenue, and our total ARR as of the end of a period is the aggregate thereof. ARR is not adjusted for the impact of any known or projected future customer cancellations, upgrades or downgrades, or price increases or decreases. The amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to timing of the revenue bookings during the period, cancellations, upgrades, or downgrades and pending renewals. ARR should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.

Current wording

Approximately 93% of our revenues are subscription based. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for subsequent periods. We use ARR as a measure of our revenue trend and an indicator of our future revenue opportunity from existing recurring subscription customer contracts. We calculate ARR on a parent account level by annualizing the contracted subscription revenue, and our total ARR as of the end of a period is the aggregate thereof. ARR is not adjusted for the impact of any known or projected future customer cancellations, upgrades or downgrades, or price increases or decreases. The amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to timing of the revenue bookings during the period, cancellations, upgrades, or downgrades and pending renewals. ARR should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.

Previous wording

Our ARR at June 30, 2025 and December 31, 2024, was $85.9 million and $107.5 million, respectively. ARR at June 30, 2024 and December 31, 2024, excluding products we discontinued in 2023, and the impact of the sale of Board.org, Aicel, Oxford Analytica, and Dragonfly, was $93.6 million and $93.3 million, respectively.

Current wording

Our ARR at September 30, 2025 and December 31, 2024, was $84.8 million and $107.5 million, respectively. ARR at September 30, 2024 and December 31, 2024, excluding products we discontinued in 2023, and the impact of the sale of Board.org, Aicel, Oxford Analytica, Dragonfly, and TimeBase was $92.2 million and $91.9 million, respectively.

Previous wording

Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at our parent account level. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. NRR, excluding the impact of Board.org, Aicel, Oxford Analytica, and Dragonfly, was 96% and 98% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at our parent account level. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. NRR, excluding the impact of Board.org, Aicel, Oxford Analytica, Dragonfly, and TimeBase was 98% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues accounted for approximately 92% and 93% of our total revenues for the six months ended June 30, 2025 and 2024.

Current wording

We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues accounted for approximately 93% of our total revenues for the nine months ended September 30, 2025 and 2024.

Previous wording

Comparison of the Consolidated Results for the Three and Six Months Ended June 30, 2025 and June 30, 2024

Current wording

Comparison of the Consolidated Results for the Three and Nine Months Ended September 30, 2025 and September 30, 2024

Previous wording

Subscription revenue of $21.4 million for the three months ended June 30, 2025 decreased $5.8 million, or 21%, from $27.2 million for the three months ended June 30, 2024. Subscription revenue of $46.6 million for the six months ended June 30, 2025 decreased $10.2 million for the six months ended June 30, 2024.

Current wording

Subscription revenue of $21.2 million for the three months ended September 30, 2025 decreased $6.1 million, or 22%, from $27.2 million for the three months ended September 30, 2024. Subscription revenue of $67.8 million for the nine months ended September 30, 2025 decreased $16.2 million for the nine months ended September 30, 2024.

Previous wording

The comparability of our revenues between periods was impacted by the sales of the businesses of Dragonfly, Oxford Analytica, Board.org, and Aicel, described under “Factors Impacting the Comparability of Our Results of Operations” above. The table below presents the primary items that impacted the comparability of our subscription revenues between periods.

Current wording

The comparability of our revenues between periods was impacted by the sales of the businesses of Dragonfly, Oxford Analytica, TimeBase, Board.org, and Aicel, described under “Factors Impacting the Comparability of Our Results of Operations” above. The table below presents the primary items that impacted the comparability of our subscription revenues between periods.

Previous wording

The decrease in subscription revenue during the three and six month periods is largely due to the impact from the sale of businesses of Dragonfly and Oxford Analytica on March 31, 2025. The decrease in organic subscription revenue is primarily the result of customer retention challenges combined with the impact of Federal government cuts.

Current wording

The decrease in subscription revenue during the three and nine month periods is largely due to the impact from the sale of businesses of Dragonfly and Oxford Analytica on March 31, 2025 and TimeBase on July 1, 2025. The decrease in organic subscription revenue is primarily the result of customer retention challenges combined with the impact of Federal government cuts.

Previous wording

Advisory, advertising, and other revenue was $1.9 million for the three months ended June 30, 2025, as compared to $2.1 million for the three months ended June 30, 2024. The decrease of $0.2 million, or 10%, was the result of the reduction of revenue from the sales of businesses of $0.7 million partially offset by increases in revenue for advocacy campaigns and advertising.

Current wording

Advisory, advertising, and other revenue was $1.2 million for the three months ended September 30, 2025, as compared to $2.2 million for the three months ended September 30, 2024. The decrease of $1.0 million, or 43%, was primarily the result of the reduction of revenue from the sale of businesses in 2024 and 2025.

Previous wording

Advisory, advertising, and other revenue was $4.2 million for the six months ended June 30, 2025, as compared to $4.6 million for the three months ended June 30, 2024. The decrease of $0.4 million, or 9%, was the result of the reduction of revenue from the sales of businesses of $0.7 million partially offset by increases in revenue for advocacy campaigns.

Current wording

Advisory, advertising, and other revenue was $5.4 million for the nine months ended September 30, 2025, as compared to $6.8 million for the three months ended September 30, 2024. The decrease of $1.4 million, or 20%, was the result of the reduction of revenue from the sales of businesses of $1.7 million partially offset by increases in revenue for advocacy campaigns.

Previous wording

Revenues by geography are determined based on the region of the FiscalNote contracting entity, which may be different than the region of the customer. North America revenues decreased primarily for the reasons stated above. Asia revenues decreased primarily due to the sale of Aicel in October 2024. Europe revenues decreased primarily due to the sales of Dragonfly and Oxford Analytica on March 31, 2025.

Current wording

Revenues by geography are determined based on the region of the FiscalNote contracting entity, which may be different than the region of the customer. North America revenues decreased primarily for the reasons stated above. Asia revenues decreased primarily due to the sale of Aicel in October 2024. Europe revenues decreased primarily due to the sales of Dragonfly and Oxford Analytica on March 31, 2025. Australia revenues decreased primarily due to sales of TimeBase on July 1, 2025.

Previous wording

Cost of revenues, including amortization was $4.9 million for the three months ended June 30, 2025, as compared to $6.9 million for the three months ended June 30, 2024. The decrease of $1.9 million, or 28%, was primarily attributable to the sale of dispositions of $0.9 million combined with a decrease in amortization expense of $0.6 million, which related to the introduction of PolicyNote combined with decreases in third party costs.

Current wording

Cost of revenues, including amortization, was $4.8 million for the three months ended September 30, 2025, as compared to $6.2 million for the three months ended September 30, 2024. The decrease of $1.5 million, or 23%, was primarily attributable to the impact from the business dispositions totaling approximately $1.0 million combined with a decrease in amortization expense of $0.4 million, which related to the introduction of PolicyNote.

Previous wording

Cost of revenues, including amortization was $11.9 million for the six months ended June 30, 2025, as compared to $14.1 million for the six months ended June 30, 2024. The decrease of $2.2 million, or 15%, was primarily attributable to the sale of dispositions of $2.0 million and other decreases in third party costs.

Current wording

Cost of revenues, including amortization, was $16.7 million for the nine months ended September 30, 2025, as compared to $20.3 million for the nine months ended September 30, 2024. The decrease of $3.6 million, or 18%, was primarily attributable to the impact from the business dispositions totaling approximately $2.9 million and other decreases in third party costs.

Previous wording

Research and development expense was $2.3 million for the three months ended June 30, 2025 as compared to $3.2 million for the three months ended June 30, 2024. The decrease of $0.9 million, or 29%, was primarily attributable to the sale of dispositions of $0.2 million and a result of workforce planning actions.

Current wording

Research and development expense was $2.1 million for the three months ended September 30, 2025 as compared to $3.3 million for the three months ended September 30, 2024. The decrease of $1.2 million, or 36%, was primarily attributable to the impact from the business dispositions totaling approximately $0.3 million and a result of workforce planning actions.

Previous wording

Editorial expense was $8.3 million for the six months ended June 30, 2025 as compared to $9.1 million for the six months ended June 30, 2024. The decrease of $0.8 million, or 9%, was primarily attributable to the sale of dispositions.

Current wording

Sales and marketing expense was $6.3 million for the three months ended September 30, 2025 as compared to $9.1 million for the three months ended September 30, 2024. The decrease of $2.8 million, or 31%, was primarily attributable to the impact from the business dispositions totaling approximately $1.7 million and a result of workforce planning actions.

Previous wording

General and administrative expense was $11.4 million for the three months ended June 30, 2025 as compared to $11.3 million for the three months ended June 30, 2024. The increase of $0.1 million, or 1%, was primarily attributable to an increase related to $0.5 million of stock compensation expense and overall legal and accounting costs partially offset by decreases related to the sale of dispositions.

Current wording

General and administrative expense was $13.9 million for the three months ended September 30, 2025 as compared to $10.6 million for the three months ended September 30, 2024. The increase of $3.3 million, or 31%, was primarily attributable to an increase related to overall legal and accounting costs associated with the debt transaction discussed in "Significant Events-Debt Refinance" partially offset by decreases from the business dispositions.

Previous wording

General and administrative expense was $27.7 million for the six months ended June 30, 2025 as compared to $27.3 million for the six months ended June 30, 2024. The increase of $0.3 million, or 1%, was primarily attributable to an increase related to increased consulting expenses and compensation expenses partially offset by a decrease in stock compensation expense and decreases related to the sale of dispositions.

Current wording

General and administrative expense was $41.6 million for the nine months ended September 30, 2025 as compared to $38.0 million for the nine months ended September 30, 2024. The increase of $3.6 million, or 10%, was primarily attributable to an increase related to overall legal and accounting costs associated with the debt transaction discussed in "Significant Events-Debt Refinance" partially offset by a decrease in stock compensation expense and decreases from the business dispositions.

Previous wording

Amortization of intangibles was $1.9 million for the three months ended June 30, 2025 as compared to $2.4 million for the three months ended June 30, 2024.

Current wording

Amortization of intangibles was $1.9 million for the three months ended September 30, 2025 as compared to $2.4 million for the three months ended September 30, 2024. The decrease was primarily attributable to the impact from the business dispositions.

Previous wording

Interest expense was $4.3 million for the three months ended June 30, 2025 as compared to $5.3 million for the three months ended June 30, 2024. The decrease in interest expense of $1.0 million was primarily due to the repayment of the Prior Senior Term Loan.

Current wording

Interest expense was $3.7 million for the three months ended September 30, 2025 as compared to $5.6 million for the three months ended September 30, 2024. The decrease in interest expense of $1.9 million was primarily due to the principal repayments made on the Prior Senior Term Loan made throughout 2024 and the first half of 2025 as part of the business dispositions.

Previous wording

Interest expense was $9.5 million for the six months ended June 30, 2025 as compared to $12.7 million for the six months ended June 30, 2024. The decrease in interest expense of $3.2 million was primarily due to the repayment of the Prior Senior Term Loan.

Current wording

Interest expense was $13.2 million for the nine months ended September 30, 2025 as compared to $18.3 million for the nine months ended September 30, 2024. The decrease in interest expense of $5.1 million was primarily due to the principal repayments made on the Prior Senior Term Loan made throughout 2024 and the first half of 2025 as part of the business dispositions.

Previous wording

Change in fair value of financial instruments was a $1.6 million loss for the three months ended June 30, 2025 as compared to a $0.9 million gain for the three months ended June 30, 2024. The change in financial instruments of $2.4 million is primarily related to the changes in the Dragonfly Seller Convertible Notes, Era Note, and GPO Convertible Note partially offset by the change in the fair value adjustment of the warrant liabilities.

Current wording

Change in fair value of financial instruments was a $7.0 million loss for the three months ended September 30, 2025 as compared to a $3.5 million loss for the three months ended September 30, 2024. The change in financial instruments of $3.5 million is primarily related to the changes in the Dragonfly Seller Convertible Notes, Era Note, Convertible Debentures, Prior GPO Convertible Note, and the 2025 GPO Convertible Note partially offset by the change in the fair value adjustment of the warrant liabilities.

Previous wording

Change in fair value of financial instruments was a $0.9 million loss for the six months ended June 30, 2025 as compared to a $0.3 million gain for the six months ended June 30, 2024. The change in financial instruments of $1.2 million is primarily related to the changes in the Dragonfly Seller Convertible Notes, Era Note, and GPO Convertible Note partially offset by the change in the fair value adjustment of the warrant liabilities.

Current wording

Change in fair value of financial instruments was a $7.9 million loss for the nine months ended September 30, 2025 as compared to a $3.2 million loss for the nine months ended September 30, 2024. The change in financial instruments of $4.7 million is primarily related to the changes in the Dragonfly Seller Convertible Notes, Era Note, Convertible Debentures, Prior GPO Convertible Note, and the 2025 GPO Convertible Note partially offset by the change in the fair value adjustment of the warrant liabilities.

Previous wording

Reflects the gain on disposal from the sale of Dragonfly and Oxford Analytica on March 31, 2025 and the gain on sale of Board.org on March 11, 2024.

Current wording

Reflects the gain on disposal from the sale of TimeBase on July 1, 2025, Dragonfly and Oxford Analytica on March 31, 2025, and the gain on sale of Board.org on March 11, 2024.

Previous wording

Reflects the non-cash impact of the following: (i) charge of $40 in the first quarter of 2025 and $30 in the second quarter of 2025 related to the unrealized loss on investments; (ii) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; (iii) charge of $1,784 from the loss on debt extinguishment during the first quarter of 2025; (iv) charge of $632 in the second quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD, (v) non-cash charge of $49 in the first quarter of 2024 and $31 in the second quarter of 2024 related to the unrealized loss on investments; and (vi) gain of $4 in the first quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisitions.

Current wording

Reflects the non-cash impact of the following: (i) charge of $40 in the first quarter of 2025, charge of $30 in the second quarter of 2025, and a charge of $9 in the third quarter of 2025 related to the unrealized loss on investments; (ii) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; (iii) charge of $1,784 from the loss on debt extinguishment during the first quarter of 2025 and a charge of $6,174 in the third quarter of 2025 from the loss on debt extinguishment; (iv) charge of $632 in the second quarter of 2025 and a gain of $167 in the third quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD, (v) non-cash charge of $49 in the first quarter of 2024, charge of $31 in the second quarter of 2024, and a charge of $17 in the third quarter of 2024 related to the unrealized loss on investments; and (vi) gain of $4 in the first quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisitions.

Previous wording

Reflects the costs incurred related to the sale of Oxford Analytica and Dragonfly in Q1 2025 and Board.org in Q1 2024, principally consisting of transaction advisory, accounting, tax, and legal fees.

Current wording

Reflects the costs incurred related to the sale of TimeBase on July 1, 2025, Oxford Analytica and Dragonfly on March 31, 2025 and Board.org in March 11, 2024, principally consisting of transaction advisory, accounting, tax, and legal fees.

Previous wording

The Company has improved its cash used in operations by approximately $67 million when comparing its cash used in operations for the twelve months ended June 30, 2025 to the cash used in operations for the twelve months ended June 30, 2023. Historically the Company has partially funded its operations through raising equity and debt. At June 30, 2025, the Company’s cash, cash equivalents, restricted cash, and short-term investments was $39.2 million compared to $35.3 million at December 31, 2024.

Current wording

Historically the Company has partially funded its operations through raising equity and debt. At September 30, 2025, the Company’s cash, cash equivalents, restricted cash, and short-term investments was $31.8 million compared to $35.3 million at December 31, 2024.

Previous wording

The Company had a negative working capital balance of $27.9 million (excluding cash and short-term investments) at June 30, 2025 and had an accumulated deficit of $824.4 million and $806.9 million as of June 30, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the gain on sale of businesses) of $32.9 million for the six months ended June 30, 2025 and $33.8 million for the six months ended June 30, 2024, respectively.

Current wording

The Company had a negative working capital balance of $31.3 million (excluding cash and short-term investments) at September 30, 2025 and had an accumulated deficit of $849.3 million and $806.9 million as of September 30, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the gain on sale of businesses) of $59.0 million for the nine months ended September 30, 2025 and $48.7 million for the nine months ended September 30, 2024, respectively.

Previous wording

As described in Note 17 “Subsequent Events” to the condensed consolidated financial statements included elsewhere herein, we refinanced a substantial amount of our legacy indebtedness. We believe the impact of these actions provides us the flexibility to fund future operations and provide a path toward generating positive cash flows from operations.

Current wording

As described in Note 8 “Debt” to the condensed consolidated financial statements included elsewhere herein, we refinanced a substantial amount of our legacy indebtedness. We believe the impact of these actions provides us the flexibility to fund future operations and provide a path toward generating positive cash flows from operations.

Previous wording

Our ability to maintain our minimum cash requirement, fund our future cash interest and principal repayment requirements under our new 2025 Senior Term Loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control. The Company has implemented various cost saving measures throughout 2023, 2024, and into 2025 that have also contributed toward our overall improvement in cash flows used in operations.

Current wording

Our ability to maintain our minimum cash requirement, fund our future cash interest and principal repayment requirements under our 2025 Senior Term Loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control. The Company has implemented various cost saving measures throughout 2024 and 2025 that have also contributed toward our overall improvement in cash flows used in operations.

Previous wording

Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, convertible debt, and preferred share issuances. Our principal debt plus paid-in kind interest outstanding as of June 30, 2025 and December 31, 2024 consisted of the following (excluding any fair value adjustments and debt discounts, as applicable):

Current wording

Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, and convertible debt. Our principal debt outstanding, including paid-in kind interest as applicable, as of September 30, 2025 and December 31, 2024 consisted of the following (excluding any fair value adjustments and debt discounts, as applicable):

Previous wording

In connection with the closing of the business combination with DSAC in July 2022, FiscalNote entered into a $150.0 million senior credit agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the "Senior Lenders”), amended in March 2023 to increase the principal amount by $6.0 million. On August 12, 2025 the Prior Senior Term Loan was replaced with the 2025 Senior Term Loan and the Company retired all of its then outstanding obligations with the Senior Lenders with a cash payment of approximately $62.7 million.

Current wording

On August 12, 2025 the Prior Senior Term Loan was replaced with the 2025 Senior Term Loan and the Company retired all of its then outstanding obligations with a cash payment of approximately $62.7 million.

Previous wording

In conjunction with the establishment of the 2025 Term Loan and in order to fund the Redemption, on August 5, 2025 (the “Purchase Agreement Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd (“YA”), pursuant to which the Company will issue YA convertible debentures in an aggregate principal amount of approximately $33 million (the “Debentures”) for a total cash purchase price of approximately $30 million, subject to satisfaction of certain closing conditions.

Current wording

In conjunction with the establishment of the 2025 Senior Term Loan and in order to fund the GPO Redemption (defined below), on August 5, 2025 (the “Purchase Agreement Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”), with YA II PN, Ltd (“YA”), pursuant to which the Company issued YA convertible debentures in an aggregate principal amount of $33.3 million (the “Convertible Debentures”) for a total cash purchase price of approximately $30.0 million, subject to satisfaction of certain closing conditions.

Previous wording

On August 12, 2025, $21 million of Debentures were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18.9 million.

Current wording

On August 12, 2025, the initial tranche of Convertible Debentures comprising $21.0 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18.9 million (the "First YA Debenture"). On September 11, 2025, the second, and final tranche of Debentures comprising $12.3 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement with the Company receiving net proceeds of $11.0 million (the "Second YA Debenture").

Previous wording

On June 30, 2023 the Company issued to GPO FN Noteholder LLC a subordinated convertible promissory note in an initial principal amount of $46.8 million (the “GPO Convertible Note”). At June 30, 2025 the outstanding principal and accrued and unpaid interest was $50.4 million. On August 12, 2025, the Company paid the holder of the GPO Convertible Note $27.0 million in cash to redeem $30.0 million of aggregate principal under the GPO Convertible Note and exchanged the GPO Convertible Note for a new convertible note with a principal balance of $20.4 million maturing in November 2029 (the "2025 GPO Note").

Current wording

On June 30, 2023 the Company issued to GPO FN Noteholder LLC (the “GPO Investor”) a subordinated convertible promissory note in an initial principal amount of $46.8 million(the “Prior GPO Convertible Note”). Pursuant to the terms of the Prior GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024 the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, since September 30, 2024 and through September 30, 2025, the Company issued the GPO Investor 346,059 Class A Common Shares, in the aggregate, in satisfaction of quarterly interest.