Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): December 15, 2024

   

FISCALNOTE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39672	88-3772307
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Pennsylvania Avenue NW 6th Floor
Washington, District of Columbia		20004
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (202) 793-5300

   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	NOTE	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per warrant	NOTE.WS	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2024, Conrad Yiu, a member of the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”), and a member of the Corporate Governance Committee and M&A Committee of the Board, notified the Company of his decision to retire as a director effective on December 31, 2024 in order to focus on his Australia-based business interests and personal and professional commitments. Mr. Yiu’s decision is not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is grateful to Mr. Yiu for his service as a director over the past several years. Following Mr. Yiu’s retirement, the size of the Board will be reduced to nine members.

Item 7.01 Regulation FD Disclosure.

On December 19, 2024, the Company issued a press release with respect to Mr. Yiu’s retirement from the Board of Directors.

The information disclosed under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits. The following exhibits are furnished with this report:

   



99.1			Press release dated December 19, 2024.

104			Cover Page Interactive Data File (formatted as Inline XBRL).

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.

Date:	December 19, 2024	By:	/s/ Todd Aman
			Name: Todd Aman Title: SVP, General Counsel & Secretary

FISCALNOTE ANNOUNCES UPDATE TO BOARD OF DIRECTORS

WASHINGTON, D.C. – Thursday, December 19, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) ("FiscalNote"), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, today announced that Conrad Yiu, a member of its Board of Directors and a member of its Corporate Governance Committee and M&A Committee, will retire from the Board effective December 31, 2024, in-line with the fiscal year end and shortly prior to the scheduled end of his three-year term in May 2025.

Yiu is Co-founder and Partner of AS1 Growth Partners (“AS1”), a private multi-family investment office based in Sydney, Australia. AS1 invested in FiscalNote in 2020 when, prior to its public listing, FiscalNote was actively expanding its investor base in Australia. Yiu then joined the Board in October 2020, shortly following AS1’s investment. As FiscalNote’s strategic focus has changed since that time, Yiu has decided to retire early to focus on his Australia-based business interests, family and professional commitments.

“I want to thank Tim and my fellow Board members for the opportunity to serve the Company over the past four years. I remain an active, long-term investor and supporter of FiscalNote’s mission and management,” said Yiu. “Given the changes since my firm first invested, now is simply the right time for me to concentrate on my other professional commitments based in and focused on Australia, as well as to make more time for personal and family commitments. While I am retiring from the Board early, I strongly believe the Company has the right strategy and the right leadership to take it to its next phase of growth, and I have great confidence in its ability to deliver results and value for both its customers and its shareholders.”

“Throughout the past four years and at pivotal times for our Company, Conrad has been a deeply respected and admired partner on our Board, whose views and guidance were especially valuable during our transition to a publicly traded company,” said Tim Hwang, Chairman, CEO, and Co-founder, FiscalNote. “On behalf of the entire Board of Directors, I’d like to thank Conrad for his service and contributions, and wish him all the best in his future endeavors.”

Following Yiu’s retirement, the composition of FiscalNote’s Board of Directors will be reduced to nine members – reflecting the streamlined structure of the Company following its divestitures of Board.org and Aicel Technologies in 2024.

For more information about the Company’s Board of Directors and its members, please visit here.

About FiscalNote
FiscalNote (NYSE: NOTE) is a leader in policy and global intelligence. By uniquely combining data, technology, and insights, FiscalNote empowers customers to manage political and business risk. Since 2013, FiscalNote has pioneered technology that delivers critical insights and the tools to turn them into action. Home to CQ, Dragonfly, Oxford Analytica, VoterVoice,

and many other industry-leading brands, FiscalNote serves thousands of 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.

Contacts:

Media
Nicholas Graham
FiscalNote

press@fiscalnote.com

Investor Relations

Bob Burrows

FiscalNote

IR@ficalnote.com

Source: FiscalNote

Document and Entity Information	Dec. 15, 2024
Document And Entity Information [Line Items]
Entity Address, State or Province	DC
Amendment Flag	false
Entity Central Index Key	0001823466
Document Type	8-K
Document Period End Date	Dec. 15, 2024
Entity Registrant Name	FISCALNOTE HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39672
Entity Tax Identification Number	88-3772307
Entity Address, Address Line One	1201 Pennsylvania Avenue NW
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	Washington
Entity Address, Postal Zip Code	20004
City Area Code	(202)
Local Phone Number	793-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class 160 A Common Stock Par Value 0.0001 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	NOTE
Security Exchange Name	NYSE
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per warrant
Trading Symbol	NOTE.WS
Security Exchange Name	NYSE