Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 25 2022 - 4:01PM
Edgar (US Regulatory)
Filed by Duddell Street Acquisition Corp.
This communication is filed pursuant to Rule 425
under the United States Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Duddell Street Acquisition
Corp.
Commission File Number: 001-39672
Date: February 25, 2022
The following comments were presented to FiscalNote employees during a company-wide call on February 24, 2022 that was recorded and made
available for FiscalNote employees' viewing on February 25, 2022.
Transcript:
Tim Hwang: Obviously the major news of 2021 was the successful announcement
of our public offering which should push FiscalNote into the public markets and it’s a really exciting milestone for the company.
It’s important to remember, you know, going public is just a catalyst for what will allow us to be able to do a lot more things
in the future. Things like, being able to more heavily invest in the ways that we serve our customers, expand the number of markets we
operate and engage in, and the customers we engage with. And of course, obviously, have the resources and the toolkits to be able to do
that as a publicly traded company.
Josh Resnik: We originally estimated [the SEC review] process being
done some time in late Q1, but the process has taken longer than that. As far as we know, this has nothing to do with any issues specific
to our transaction. It’s just a process thing, and it’s taken longer than we would like. So now we expect that the transaction
will close some time in Q2 and that we’ll be publicly listed in Q2.
Additional Information and Where to Find It
In connection with its proposed business combination with FiscalNote
Holdings, Inc. (FiscalNote), Duddell Street Acquisition Corp. (“Duddell Street”) has filed relevant materials with the
Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4, which includes a proxy statement/prospectus
of Duddell Street, and will file other documents regarding the proposed business combination with the SEC. Duddell Street’s shareholders
and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and, when available,
the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination,
as these materials will contain important information about FiscalNote, Duddell Street and the proposed business combination. Promptly
after the Form S-4 is declared effective by the SEC, Duddell Street will mail the definitive proxy statement/prospectus and a proxy
card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set
forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Duddell Street
are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important
information about the proposed business combination. The documents filed by Duddell Street with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
Duddell Street and its directors and executive officers may be deemed
participants in the solicitation of proxies from its shareholders with respect to the business combination. A list of the names of those
directors and executive officers and a description of their interests in Duddell Street is included in the proxy statement/prospectus
for the proposed business combination, which is available at www.sec.gov and can be obtained free of charge from the
source indicated above.
FiscalNote and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the shareholders of Duddell Street in connection with the proposed business combination.
A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination
is included in the proxy statement/prospectus for the proposed business combination.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about future financial and operating results, plans, objectives, expectations and intentions with respect to future operations, products
and services; and other statements identified by words such as “will,” “are expected to,” “is anticipated,”
“estimated,” “believe,” “intend,” “plan,” “projection,” “pro forma,”
“outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding
FiscalNote’s industry and market sizes, future opportunities for FiscalNote and Duddell Street, FiscalNote’s estimated future
results and the proposed business combination between Duddell Street and FiscalNote, including pro forma market capitalization, pro forma
revenue, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate
the proposed transaction. Such forwardlooking statements are based upon the current beliefs and expectations of Duddell Street’s
and FiscalNote’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond Duddell Street’s or FiscalNote’s control. Actual results and the
timing of events may differ materially from the results anticipated in these forward-looking statements. Except as required by law, Duddell
Street and FiscalNote do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise.
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