フィスカルノートHDの適時開示・重要契約・その他

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): July 30, 2025

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, D.C. 20004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202)793-5300

(Former name or former address, if changed since last report)

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	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). ☒

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 1.01.

Entry into a Material Definitive Agreement.

On July 30, 2025 (the “Amendment Date”), FiscalNote Holdings, Inc. (the “Company”) entered into amendments (the “Amendments”) to those certain letter agreements with each of Nautilus Venture Partners Fund I, L.P. (“Nautilus I”), Nautilus Venture Partners Fund II, L.P. (“Nautilus II”) and Wealth Plus Investments Ltd. (“Wealth Plus” and together with Nautilus I and Nautilus II, the “Investors”), dated as of March 25, 2025 (the “Letter Agreements”), modifying certain provisions of the Subordinated Convertible Promissory Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) in favor of each of the Investors on August 26, 2019 (the “Notes”), as amended by the Letter Agreements (the “Amended Notes”). The Amendments extended the original maturity date of the Amended Notes to August 15, 2025 (as so extended, the “Original Maturity Date”). As consideration for entering into the Amendments, as of the Amendment Date, the Company increased the principal amount of the Amended Notes held by Nautilus I, Nautilus II and Wealth Plus by $27,272, $54,665 and $11,474, respectively (the “Extension Payments”).

The Amendments eliminated the Company’s right to issue Additional Shares (as defined in the Letter Agreements) and instead provide that the Company will be required to pay cash to the Investors to the extent the Investors’ sales of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), issued pursuant to the Company’s optional conversion right under the Amended Notes (the “Conversion Shares”) prior to the Original Maturity Date do not generate net cash proceeds to the Investors equal to the difference between (i) the sum of (a) the outstanding principal amount of the Amended Notes as of March 25, 2025 plus the Extension Payments, (b) all paid-in-kind (“PIK”) interest that would accrue under the Amended Notes through the Original Maturity Date (including on the Extension Payments), and (c) all brokerage fees, costs and expenses in selling the Conversion Shares (the “Amended Repayment Amount”) and (ii) the net cash proceeds received by the Investors from the sale of the Conversion Shares.

In the event the Company does not repay all obligations under the Amended Notes by the Original Maturity Date, the Investors are still entitled to receive the same consideration as if the Amended Notes had remained outstanding in the event the Company effects a Change of Control twelve (12) months after the later of (i) the Extended Maturity Date (as defined in the Letter Agreements) or (ii) the date of last payment of its obligations under the Amended Notes; provided that if, at any time following the Amendment Date, the Company repays in cash any part of its outstanding obligations owed under the Amended Notes by the Original Maturity Date, the twelve (12) month period will instead be thirty (30) months.

The Amendments also made certain conforming definitional changes to make clear that the Company’s payment obligations with respect to the Extended Maturity Date would include the Extension Payments plus any interest accrued thereon.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, a copy of which is filed hereto as Exhibit 10.1 and is hereby incorporated by reference herein. The foregoing description of the Letter Agreements and Amended Notes are qualified in their entirety by reference to the form of Letter Agreement and form of Amended Note filed as Exhibits 10.37 and 10.38, respectively, to the Company Annual Report on Form 10-K filed on April 1, 2025, and are hereby incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The amendment of the Amended Notes and the issuance of the Extended Maturity Date Shares (as defined in the Letter Agreements), if any, were or will be effected pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Form of Amendment, dated July 30, 2025, to Letter Agreement dated March 25, 2025.

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.

By:		/s/ Todd Aman
Name:		Todd Aman
Title:		Chief Legal & Administrative Officer

Date: August 5, 2025

EX-10.1 2 d81011dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT TO LETTER AGREEMENT

This Amendment to the Letter Agreement (this “Amendment”), dated as of July 30, 2025, by and among [_____] (together with their respective registered assigns, the “Investors”), and FiscalNote Holdings, Inc., a Delaware corporation (f/k/a Duddell Street Acquisition Corp., a Cayman Islands exempted company) (the “Company” and, together with the Investor, the “Parties”), modifies certain terms of that certain Subordinated Convertible Promissory Note made by FiscalNote Holdings, Inc., a Delaware corporation (n/k/a FiscalNote Intermediate Holdco, Inc.) (“Legacy FiscalNote”), in favor of the Investors as of August 26, 2019 and assumed by the Company (the “Note”), as modified by that certain Letter Agreement, dated March 25, 2025 (the “Letter Agreement” and the Note, as modified by the Letter Agreement, the “Amended Note”), by and among the Investors and the Company. Capitalized terms used but not defined herein have the respective meanings assigned to them in the Amended Note or the Letter Agreement, as applicable.

WHEREAS, as of the date of this Amendment, the sale of the Conversion Shares has not generated net cash proceeds received by the Investors equal to the Repayment Amount.

WHEREAS, the Company is in the process of negotiating documents for a refinancing transaction (the “Refinancing”) that would allow the Company to repay the outstanding amounts owed with respect to the Amended Note.

WHEREAS, the Parties desire to amend the terms of the Letter Agreement and the Amended Note, among other things, to extend the Maturity Date to August 15, 2025 to facilitate the Refinancing and amend Section 3(b) of the Note.

WHEREAS, concurrently herewith or as reasonably practicable hereafter, [ ] (together with its registered assigns, the “Other Investor”) is also entering into a corresponding amendment to the letter agreement with the Company amending the terms of the Other Investor’s Subordinated Convertible Promissory Note made by Legacy FiscalNote, as modified by that certain Letter Agreement, dated March 25, 2025, by and between the Company and the Other Investor.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Amended Note, the Letter Agreement and this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

The “Maturity Date” of the Amended Note is hereby amended to be earlier of (i) August 15, 2025 or (ii) an Event of Default.

In addition to any amounts owing under the terms of the Amended Note, the Letter Agreement and this Amendment, as consideration for the extension of the Maturity Date pursuant to Section 1 hereof, the Company hereby agrees to increase the Current Principal Amount of the Amended Note in an amount equal to two (2%) percent of the difference between (i) the Repayment Amount and (ii) the net cash proceeds generated from the sale of the Conversion Shares and received by the Investors as of the date of this Amendment (the “Extension Payment”). The Amended Note will bear PIK Interest on the increased principal amount thereof from and after the Extension Payment.

The second paragraph of Section 3(b) of the Amended Note is hereby amended as follows:

a new proviso is hereby added to the end of the first sentence to read: “; provided, however, if, at any time following the Amendment, the Company repays in cash all or any part of its outstanding obligations owed under the Note, the Letter Agreement and the Amendment by the Maturity Date, the twelve (12) month period referenced in clause (b) shall instead be thirty (30) months.”

a new sentence at the end of the second paragraph is hereby added to read: “Notwithstanding anything to the contrary herein, including Section 4(c) hereof, if the Company repays in cash all of its outstanding obligations owed under the Note, the Letter Agreement and the Amendment by the Maturity Date, the aggregate amount payable to the Investors under clause (ii) of the first sentence of the second paragraph in this Section 3(b) shall be equal to the original aggregate principal amount of $[____].”

Section 3 of the Letter Agreement is hereby amended and restated in its entirety to read as follows:

“If the sale of the Conversion Shares does not generate net cash proceeds received by the Investors equal to the Amended Repayment Amount prior to the Maturity Date, the Company shall pay the Investors the difference (the “Repayment Amount Difference”) between the Amended Repayment Amount and the net cash proceeds generated from the sale of the Conversion Shares and received by the Investors in cash on or before the Maturity Date. The “Amended Repayment Amount” shall mean the sum of (i) the Repayment Amount and (ii) the Extension Payment plus all PIK Interest thereon that would accrue through the Maturity Date.”

For the avoidance of doubt, the Company shall no longer be permitted to issue any Additional Shares (as previously contemplated by Section 3 of the Letter Agreement) and any remaining references to the Additional Shares in the Amended Note and the Letter Agreement shall be disregarded.

Section 4 of the Letter Agreement is hereby amended as follows:

the first sentence of Section 4 of the Letter Agreement is hereby amended and restated in its entirety to read as follows: “Notwithstanding anything to the contrary in the Transaction Documents, on the Maturity Date, if the amount of the Total Repayments is less than the Amended Repayment Amount, the Maturity Date shall be extended until the earlier of (i) April 15, 2026 and (ii) an Event of Default (the “Extended Maturity Date”).”; and

the third sentence of Section 4 of the Letter Agreement is hereby amended and restated in its entirety to read as follows: “The “Maturity Date Repayment Amount Difference” shall mean 200.0% of the difference between (A) the sum of (i) the Current Principal Amount of the Note as of March 25, 2025 plus all PIK Interest thereon that would accrue through the Maturity Date, plus (ii) the Extension Payment plus all PIK Interest thereon that would accrue through the Maturity Date less (B) the Total Repayments (after payment of all Broker Fees by the Investors).”

Notwithstanding anything to the contrary in the Amended Note or the Letter Agreement, from and after the date of this Amendment, the Company agrees that (i) the Company shall not exercise its conversion option pursuant to Section 4(d) of the Amended Note (or otherwise issue to the Investors any additional Conversion Shares), and (ii) the Company shall not be permitted to issue any Extended Maturity Date Shares to the Investors pursuant to Section 4 of the Letter Agreement, if applicable, until after the Amendment 8-K Filing.

The following defined terms in Section 6 of the Amended Note are hereby amended and restated in their entirety:

““Extended Maturity Date” shall have the meaning defined in the Amendment.”

““Maturity Date Repayment Amount Difference” shall have the meaning defined in the Amendment.”

““Repayment Amount Difference” shall have the meaning defined in the Amendment.”

““Transaction Documents” means this Note, the Letter Agreement, the Amendment and the Purchase Agreement.”

The following defined terms are hereby added to Section 6 of the Amended Note in alphabetical order:

““Amended Repayment Amount” shall have the meaning defined in the Amendment.”

““Amendment” shall mean the Amendment to Letter Agreement, dated as of July 30, 2025, by and among the Company and the Investors.”

““Amendment 8-K Filing” shall have the meaning defined in the Amendment.”

““Extension Payment” shall have the meaning defined in the Amendment.”

No later than 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Amendment, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Amendment in the form required by the Exchange Act (the “Amendment 8-K Filing”). From and after the Amendment 8-K Filing, the Company shall have disclosed all material, non-public information regarding the Company (if any) provided to the Investors by the Company or any of its officers, directors, employees or agents. The Company represents and warrants that (A) the amendment of the Amended Note and the Letter Agreement pursuant to this Amendment and the issuance of the Extended Maturity Date Shares, if any, pursuant to the Letter Agreement shall be exempt from the registration requirements under the Securities Act pursuant to Section 3(a)(9) of the Securities Act.

10.

In addition to the amounts contemplated by Section 9 of the Letter Agreement, the Company agrees to reimburse the Investors’ and the Other Investor’s additional reasonable, documented legal and other third-party expenses, subject to an aggregate cap of $15,000 (such that the total aggregate cap under the Letter Agreement and this Amendment shall be $85,000).

11.

The Company hereby agrees, acknowledges and confirms that, by executing this Amendment, the Company shall be deemed to have made all of the representations and warranties set forth in Section 11 of the Letter Agreement as of the date hereof and all of such representations and warranties are true and correct as of the date hereof; provided, however, the following capitalized term in such representations and warranties mean the following for purposes of this Section 11: “Transaction Documents” shall mean the Transaction Documents (as defined in this Amendment).

12.

Except as amended hereby, the Amended Note and the Letter Agreement are in all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect and are hereby incorporated by reference, except as modified and/or amended as set forth herein.

13.

All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.

14.

The Amended Note, the Letter Agreement and this Amendment constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.

15.

This Amendment may be executed in counterparts and delivered by facsimile or any similar electronic transmission device, each of which shall be deemed an original, but all of which shall be considered one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


FISCALNOTE HOLDINGS, INC.

By:
Name:
Title:

[INVESTORS]

By:
Name:
Title:

By:
Name:
Title: