FiscalNote Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective as of September 30, 2025 due to the material weakness in internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

During the third quarter of 2025, management identified a deficiency in the design of the Company’s internal controls over financial reporting. The deficiency related to the failure to ensure that all manual journal entries throughout fiscal year 2025 were independently reviewed and approved prior to posting, which could impact all financial statement accounts. This deficiency represents a material weakness in the design of certain controls intended to prevent or detect potential misstatements in the financial statements on a timely basis. As of the date of this Form 10-Q, management does not believe this design deficiency resulted in any identified misstatements in the Company’s financial statements and management has concluded that the consolidated financial statements included in this Form 10-Q are fairly stated in all material respects, although the control design deficiency represents a material weakness in the Company’s internal control over financial reporting.

Remediation Plan

Subsequent to the identification of this design deficiency management has implemented and is continuing to implement remediation measures designed to address the underlying control deficiency. Specifically, management implemented a review process to ensure that all manual journal entries are subject to an independent review and approval process prior to posting. The Company is also enhancing documentation and monitoring procedures to ensure the consistent operation of these controls.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.