FiscalNote Holdings, Inc. Files 8-K for Equity Sales

TL;DR

FiscalNote just filed an 8-K for unregistered equity sales. Watch for dilution.

AI Summary

On June 12, 2024, FiscalNote Holdings, Inc. entered into a Material Definitive Agreement related to unregistered sales of equity securities. The company, formerly known as Duddell Street Acquisition Corp., is incorporated in Delaware and headquartered in Washington D.C.

Why It Matters

This filing indicates potential new equity issuance or sales by FiscalNote Holdings, Inc., which could impact the company's capital structure and existing shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or a need for capital, potentially impacting stock value.

Key Numbers

• 20240612 — Report Date (Earliest event reported)

Key Players & Entities

• FiscalNote Holdings, Inc. (company) — Registrant
• Duddell Street Acquisition Corp. (company) — Former company name
• June 12, 2024 (date) — Date of earliest event reported
• 001-39672 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share NOTE NYSE Warrants to p
• $11.50 — mon stock, each at an exercise price of $11.50 per share NOTE.WS NYSE Indicate b
• $798,485 — (b) provide for the Company to convert $798,485 of the outstanding principal amount of

Filing Documents

• note-20240612.htm (8-K) — 49KB
• note-ex10_1.htm (EX-10.1) — 24KB
• img140589858_0.jpg (GRAPHIC) — 75KB
• 0000950170-24-073733.txt ( ) — 388KB
• note-20240612.xsd (EX-101.SCH) — 49KB
• note-20240612_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 12, 2024, FiscalNote Holdings, Inc. (the " Company ") entered into a second letter agreement (the " Agreement ") with EGT-East, LLC (the " Investor ") with respect to the Senior Subordinated Convertible Promissory Notes made by the Company in favor of the Investor on each of December 8, 2023 (the " December Note ") and January 5, 2024 (the " January Note " and, together with the December Note, the " Notes "). Pursuant to the Agreement, the parties (a) acknowledge and agree that the January Note has been fully discharged and is no longer outstanding and (b) provide for the Company to convert $798,485 of the outstanding principal amount of the December Note into shares of the Company's Class A common stock, par value $0.0001 per share (the " Common Stock "). The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On June 12, 2024 and pursuant to the Agreement, the Company issued the Investor an aggregate of 1,000,000 shares of Common Stock.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Second Letter Agreement, dated as of June 12, 2024, by and between the Company and EGT-East, LLC. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * The appendix to this exhibit has been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FISCALNOTE HOLDINGS, INC. By: /s/ Jon Slabaugh _______________ Name: Jon Slabaugh Title: Chief Financial Officer Date: June 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR