Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) is filed with respect to the Class A common stock, par value $0.0001 per share
(Common Stock), of FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.), a Delaware corporation (the Issuer). The Issuers Class A Common Stock is listed on the New York
Stock Market (NYSE) under the symbol NOTE. The address of the principal executive offices of the Issuer is 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
(a) This
Statement is being filed jointly on behalf of filed by Keith Nilsson and Visionnaire Ventures Fund I, LP (together, the Reporting Person).
(b) The business address of the Reporting Person is at 1300 El Camino Real, Suite 100, Menlo Park, California 94025.
(c) The principal occupation of the Reporting Person is venture capital investment in early stage, innovative or disruptive technology companies.
Mr. Nilsson is a member of the Board of Directors of the Issuer. The Reporting Person is managing partner of each of Vissionnaire, Xplorer and Capital, and is the managing director of each of XC-A and XC-B.
(d)(e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Nilsson is a citizen of the United States. Visionnaire Ventures Fund I, LP is a limited partnership organized under the laws of Delaware.
Item 3. Source or Amount of Funds or Other Consideration.
Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by the Reporting
Persons. Pursuant to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), shares of Class A common stock, par value $0.0001 per share, of FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote
Holdings, Inc.), a Delaware corporation (Legacy FiscalNote), were converted into shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
Business
Combination
On July 29, 2022 (the Closing Date), the previously announced business combination was consummated pursuant
to that certain Agreement and Plan of Merger, dated as of November 7, 2021 (as amended on May 9, 2022, the Business Combination Agreement), by and among FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition
Corp.), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer prior to the consummation of the Business Combination (Merger Sub), and Legacy FiscalNote. On July 28, 2022, the Issuer effected a
deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, as amended (the DGCL), pursuant to which the Issuers jurisdiction
of incorporation changed from the Cayman Islands to the State of Delaware (the Domestication), and, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the DGCL,
Merger Sub merged with and into Legacy FiscalNote, with Legacy FiscalNote surviving the merger as a wholly owned subsidiary of the Issuer (the Business Combination). In addition, in connection with the consummation of the
Business Combination, the Issuer was renamed FiscalNote Holdings, Inc. or the Issuer.
Pursuant to the
terms of the Business Combination Agreement, among other matters, (A) the Issuer acquired all of the outstanding shares of Class A common stock of Legacy FiscalNote, other than dissenting shares, in exchange for shares of the Issuers
Class A Common Stock and (B) the outstanding equity awards of Legacy FiscalNote were assumed by the Issuer and converted into equity awards in respect of Class A Common Stock. As a result of the Business Combination, the Reporting
Person came to beneficially own an aggregate of 13,709,031 shares of the Issuers Class A Common Stock (including restricted stock units, as described below).