FiscalNote Files Amendment to Its Previously Filed Form S-1 Registration Statement
September 29 2022 - 8:01AM
Business Wire
FiscalNote (NYSE: NOTE), a leading AI-driven enterprise SaaS
company that delivers market intelligence and data insights, today
announced it has filed an amendment to the resale registration
statement on Form S-1 (the “Registration Statement”) that the
Company previously filed with the U.S. Securities & Exchange
Commission (the “SEC”) on August 26, 2022.
The Company amended the Registration Statement to respond to
comments from the SEC staff in connection with its ordinary review
process. Today’s amendment filing does not register a new issuance
of securities in connection with any capital raising transaction.
As the Company stated in its second quarter 2022 earnings release
on August 15, 2022, the Company believes it has sufficient funding
to support its organic growth and planned M&A opportunities
following the Company's successful business combination and
subsequent listing on the New York Stock Exchange, which resulted
in approximately $92 million of cash on the balance sheet, $150
million of gross debt, and $100 million of additional debt capacity
as of June 30, 2022. Also, in the Company’s second quarter earnings
release on August 15, 2022, the Company reiterated its belief that
it remains on track to achieve positive Adjusted EBITDA within the
fourth quarter of 2023.
The Registration Statement has been filed with the SEC but has
not yet become effective. The securities covered by the
Registration Statement may not be sold nor may offers to buy be
accepted before the Registration Statement becomes effective. Sales
by affiliates also are subject to the expiration of applicable
“lock-up” periods and other restrictions under applicable
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification of these securities under the
securities laws of any such state or jurisdiction. The Registration
Statement and preliminary prospectus therein may be accessed
through the SEC’s website at www.sec.gov.
About FiscalNote
FiscalNote (NYSE: NOTE) is a leading technology provider of
global policy and market intelligence. By uniquely combining AI
technology, actionable data, and expert and peer insights,
FiscalNote empowers customers to manage policy, address regulatory
developments, and mitigate global risk. Since 2013, FiscalNote has
pioneered technology that delivers mission-critical insights and
the tools to turn them into action. Home to CQ, Equilibrium,
FrontierView, Oxford Analytica, VoterVoice, and many other
industry-leading brands, FiscalNote serves more than 5,000
customers worldwide with global offices in North America, Europe,
Asia, and Australia. To learn more about FiscalNote and its family
of brands, visit FiscalNote.com and follow @FiscalNote.
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or FiscalNote's future
financial or operating performance. For example, statements
regarding FiscalNote's financial outlook for future periods,
expectations regarding profitability and anticipated growth in the
industry in which FiscalNote operates are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as "pro forma," "may," "should,"
"could," "might," "plan," "possible," "project," "strive,"
"budget," "forecast," "expect," "intend," "will," "estimate,"
"anticipate," "believe," "predict," "potential" or "continue," or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other important factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements.
Factors that may impact such forward-looking statements include,
but are not limited to:
- FiscalNote's ability to effectively manage its growth;
- changes in FiscalNote's strategy, future operations, financial
position, estimated revenue and losses, forecasts, projected costs,
prospects and plans;
- FiscalNote's future capital requirements;
- demand for FiscalNote's services and the drivers of that
demand;
- FiscalNote's ability to provide highly useful, reliable, secure
and innovative products and services to its customers;
- FiscalNote's ability to attract new customers, retain existing
customers, expand its products and service offerings with existing
customers, expand into geographic markets or identify areas of
higher growth;
- risks associated with international operations, including
compliance complexity and costs, increased exposure to fluctuations
in currency exchange rates, political, social and economic
instability, and supply chain disruptions;
- FiscalNote's ability to develop, enhance, and integrate its
existing platforms, products, and services;
- FiscalNote's ability to successfully identify acquisition
opportunities, make acquisitions on terms that are commercially
satisfactory, successfully integrate potential acquired businesses
and services, and subsequently grow acquired businesses;
- FiscalNote's estimated total addressable market and other
industry and performance projections;
- FiscalNote's reliance on third-party systems that it does not
control to integrate with its systems and its potential inability
to continue to support integration;
- potential technical disruptions, cyberattacks, security,
privacy or data breaches or other technical or security incidents
that affect FiscalNote's networks or systems or those of its
service providers;
- FiscalNote's ability to obtain and maintain accurate,
comprehensive, or reliable data to support its products and
services;
- FiscalNote's ability to introduce new features, integrations,
capabilities, and enhancements to its products and services;
- FiscalNote's ability to maintain and improve its methods and
technologies, and anticipate new methods or technologies, for data
collection, organization, and analysis to support its products and
services;
- competition and competitive pressures in the markets in which
FiscalNote operates;
- larger well-funded companies shifting their existing business
models to become more competitive with FiscalNote;
- FiscalNote's ability to protect and maintain its brands;
- FiscalNote's ability to comply with laws and regulations in
connection with selling products and services to U.S. and foreign
governments and other highly regulated industries;
- FiscalNote's ability to retain or recruit key personnel;
- FiscalNote's ability to effectively maintain and grow its
research and development team and conduct research and
development;
- FiscalNote's ability to adapt its products and services for
changes in laws and regulations or public perception, or changes in
the enforcement of such laws, relating to artificial intelligence,
machine learning, data privacy and government contracts;
- the impact of the COVID-19 pandemic and other similar
disruptions in the future;
- adverse general economic and market conditions reducing
spending on our products and services;
- the outcome of any known and unknown litigation and regulatory
proceedings;
- FiscalNote's ability to successfully establish and maintain
public company-quality internal control over financial
reporting;
- intense competition and competitive pressures from other
companies worldwide in the industries in which the combined company
will operate; and
- litigation and the ability to adequately protect FiscalNote's
intellectual property rights.
These and other important factors discussed under the caption
"Risk Factors" in the Registration Statement on Form S-1/A filed on
September 28, 2022, and subsequent filings with the SEC could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. These
forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by FiscalNote and its management,
are inherently uncertain. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made.
FiscalNote undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20220929005341/en/
Media Nicholas Graham FiscalNote press@fiscalnote.com
Investors Sara Buda FiscalNote ir@fiscalnote.com
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