THE COMPANY
We are a leading technology provider of global policy and market intelligence. We deliver critical, actionable legal and policy insights in a
rapidly evolving political, regulatory and macroeconomic environment. By combining artificial intelligence (AI), and other technologies with analytics, workflow tools, and expert peer insights, we empower customers to manage policy change, address
regulatory developments, and mitigate global risk. We ingest unstructured legislative and regulatory data, and employ AI and data science to deliver structured, relevant and actionable information in order to facilitate key operational and strategic
decisions by global enterprises, midsized and smaller businesses, government institutions, trade groups, and nonprofits. We deliver that intelligence through our suite of public policy and issues management products, including the FiscalNote core
product, CQ Federal, EU Issue Tracker and Curate. Our products incorporate workflow tools that enable our clients to monitor, manage, collaborate and efficiently organize for action on the issues that matter most to them, integrating global policy
and market intelligence seamlessly into their daily activities. In addition, we offer our customers expert and customized analysis through our geopolitical and market intelligence businesses, including FrontierView, a market intelligence advisory
firm for global business professionals, Oxford Analytica, which provides strategic geopolitical intelligence analysis of world events, and Dragonfly Eye, a geopolitical and security intelligence service. The FiscalNote portfolio also includes
advocacy and constituent management services that connect citizens with their government representatives and vice versa, as well as peer-to-peer community insights, ESG
and AI products and services.
For more information, see the section entitled Risk Factors.
Background
The Company was originally
known as DSAC.
DSAC, a Cayman Islands exempted company, previously entered into the Business Combination Agreement (as defined below).
On July 28, 2022, DSAC filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary
accompanying documents, and filed a certificate of incorporation and a certificate of domestication with the Secretary of State of the State of Delaware, pursuant to which DSACs jurisdiction of incorporation was changed from the Cayman Islands
to the State of Delaware (the Domestication). As used herein, New DSAC refers to DSAC after the Domestication but prior to the consummation of the Business Combination (as defined below).
On July 29, 2022, New DSAC, now known as FiscalNote Holdings, Inc., consummated a business combination pursuant to that certain Agreement
and Plan of Merger, dated as of November 7, 2021, by and among DSAC, Grassroots Merger Sub Inc., a wholly owned subsidiary of DSAC (Merger Sub), and FiscalNote Intermediate Holdco, Inc. (formerly FiscalNote Holdings, Inc.)
(Legacy FiscalNote) (as amended, supplemented and/or restated from time to time, including by the First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, the Business Combination Agreement). On the
terms and subject to the conditions set forth in the Business Combination Agreement, Merger Sub merged with and into Legacy FiscalNote, with Legacy FiscalNote surviving the merger as a wholly owned subsidiary of New DSAC (the Business
Combination). In addition, in connection with the consummation of the Business Combination, New DSAC changed its name to FiscalNote Holdings, Inc.
Effective upon consummation of the Business Combination, we adopted a dual-class stock structure, each as described in the section of this
prospectus titled Description of Securities. Shares of FiscalNote Class B Common Stock have the same economic terms as shares of FiscalNote Class A Common Stock, except that shares of FiscalNote Class A Common Stock have
one vote per share and shares of FiscalNote Class B Common Stock have twenty-five (25) votes per share.
Stock Exchange Listing
Our Class A Common Stock and Public Warrants are currently listed on the New York Stock Exchange (NYSE) and trade under the
symbols NOTE and NOTE.WS, respectively. On November 13, 2023, the closing price of our Class A Common Stock was $1.32 per share and the closing price of our Public Warrants was $0.43 per Public Warrant.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is,