S-3 S-3 EX-FILING FEES 0001823466 FiscalNote Holdings, Inc. N/A N/A 0001823466 2025-08-20 2025-08-20 0001823466 1 2025-08-20 2025-08-20 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

FiscalNote Holdings, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Class A Common Stock, par value $0.0001 457(a) 85,000,000 $ 0.52 $ 44,200,000.00 0.0001531 $ 6,767.02
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 44,200,000.00

$ 6,767.02

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 6,767.02

Offering Note

1

(1) This Registration Statement on Form S-3 (this "Registration Statement") covers (i) shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of FiscalNote Holdings, Inc. (the "Company" or "Registrant") issuable upon conversion of, and interest accrued under, the Company's Convertible Debentures (as defined in this Registration Statement) in an aggregate principal amount of $33.3 million issued or to be issued to the selling stockholder named in this Registration Statement and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), any additional shares of Class A Common Stock that may become issuable by reason of any stock dividend, stock split or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price per Unit and the Maximum Aggregate Offering Price are based on the average of the high ($0.54) and low ($0.497) prices of the Registrant's Class A Common Stock as reported on the New York Stock Exchange on August 19, 2025.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A