0000950103-22-013519.txt : 20220802 0000950103-22-013519.hdr.sgml : 20220802 20220802133331 ACCESSION NUMBER: 0000950103-22-013519 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220729 FILED AS OF DATE: 20220802 DATE AS OF CHANGE: 20220802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKWELL PARTNERS LLC - SERIES A CENTRAL INDEX KEY: 0001426672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39672 FILM NUMBER: 221127938 BUSINESS ADDRESS: STREET 1: C/O DUMAC, INC. STREET 2: 280 S. MANGUM STREET, SUITE 210 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: (919) 668-9995 MAIL ADDRESS: STREET 1: C/O DUMAC, INC. STREET 2: 280 S. MANGUM STREET, SUITE 210 CITY: DURHAM STATE: NC ZIP: 27701 FORMER NAME: FORMER CONFORMED NAME: BLACKWELL PARTNERS LLC DATE OF NAME CHANGE: 20080208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maso Capital Partners Ltd CENTRAL INDEX KEY: 0001698093 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39672 FILM NUMBER: 221127939 BUSINESS ADDRESS: STREET 1: 8/F PRINTING HOUSE STREET 2: 6 DUDDELL STREET CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 852 34686200 MAIL ADDRESS: STREET 1: 8/F PRINTING HOUSE STREET 2: 6 DUDDELL STREET CITY: HONG KONG STATE: K3 ZIP: 000000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FiscalNote Holdings, Inc. CENTRAL INDEX KEY: 0001823466 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202 793-5300 MAIL ADDRESS: STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20004 FORMER COMPANY: FORMER CONFORMED NAME: Duddell Street Acquisition Corp. DATE OF NAME CHANGE: 20200902 4 1 dp178254_4-maso.xml FORM 4 X0306 4 2022-07-29 0 0001823466 FiscalNote Holdings, Inc. NOTE 0001698093 Maso Capital Partners Ltd 8/F PRINTING HOUSE 6 DUDDELL STREET HONG KONG K3 000000 HONG KONG 0 0 1 0 0001426672 BLACKWELL PARTNERS LLC - SERIES A 280 SOUTH MANGUM STREET, SUITE 210 DURHAM NC 27701-3675 0 0 1 0 Class A Common Stock 2022-07-29 4 J 0 778000 A 778000 I By Maso Capital Investments Limited Class A Common Stock 2022-07-29 4 J 0 75133 A 853133 I By Maso Capital Investments Limited Class A Common Stock 2022-07-29 4 J 0 941277 A 1794410 I By Maso Capital Investments Limited Class A Common Stock 2022-07-29 4 J 0 982445 A 2776855 I By Maso Capital Investments Limited Class A Common Stock 2022-07-29 4 J 0 2186000 A 2186000 I By Blackwell Partners LLC - Series A Class A Common Stock 2022-07-29 4 J 0 210373 A 2396373 I By Blackwell Partners LLC - Series A Class A Common Stock 2022-07-29 4 J 0 7643194 A 10039567 I By Blackwell Partners LLC - Series A Class A Common Stock 2022-07-29 4 J 0 5616683 A 15656250 I By Blackwell Partners LLC - Series A Class A Common Stock 2022-07-29 4 J 0 1036000 A 1036000 I By Star V Partners LLC Class A Common Stock 2022-07-29 4 J 0 90159 A 1126159 I By Star V Partners LLC Class A Common Stock 2022-07-29 4 J 0 2823843 A 3950002 I By Star V Partners LLC Class A Common Stock 2022-07-29 4 J 0 2205625 A 6155627 I By Star V Partners LLC Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 389000 A Class A Common Stock 611286 389000 I By Maso Capital Investments Limited Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 1093000 A Class A Common Stock 1717571 1093000 I By Blackwell Partners LLC - Series A Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 518000 A Class A Common Stock 814000 518000 I By Star V Partners LLC Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 1267700 A Class A Common Stock 1992100 1267700 I By Maso Capital Investments Limited Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 4138400 A Class A Common Stock 6503200 4138400 I By Blackwell Partners LLC - Series A Warrants (Right to Buy) 7.32 2022-07-29 4 J 0 1593900 A Class A Common Stock 2504700 1593900 I By Star V Partners LLC These shares of Class A Common Stock were received on a one-for-one basis in exchange for the Class A ordinary shares held by the Reporting Persons concurrently with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated November 7, 2021, by and among Duddell Street Acquisition Corp. (now known as FiscalNote Holdings Inc., the "Issuer"), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and FiscalNote Holdings, Inc. ("Old FiscalNote") (as it may be amended and/or restated from time to time (the "Business Combination Agreement")). These shares Class A Common Stock and Warrants, as applicable, are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL. MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Each of the Reporting Persons acquired shares of Class A Common Stock in exchange for convertible notes issued by Old FiscalNote (the "Convertible Notes") held by the Reporting Person in accordance with the terms of the Convertible Notes and the Business Combination Agreement. Immediately prior to Closing (as defined in the Business Combination Agreement), each of the applicable Reporting Persons subscribed for shares of Class A Common Stock pursuant to the terms of the Backstop Agreement, dated as of November 7, 2021, by and among the Issuer and the Reporting Persons (the "Backstop Shares"). Immediately prior to Closing, each of the applicable Reporting Persons received a distribution of shares of Class A Common Stock as Bonus Shares (as defined in the Business Combination Agreement) in connection with electing not to redeem outstanding shares of Class A Common Stock held by the Reporting Person, including with respect to any Backstop Shares issued to and held by the Reporting Person. These shares of Class A Common Stock and Warrants, as applicable, are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL. These shares of Class A Common Stock and Warrants, as applicable, are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL. Each Warrant held by a Reporting Person entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date (as defined in the Business Combination Agreement) and will expire on the fifth anniversary of the Closing Date. Each Warrant held by the Reporting Persons was initially acquired at the time of the initial public offering of the Issuer and were contingent on the closing of an initial business combination within a specified period of time. Each Warrant now entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date and will expire on the fifth anniversary of the Closing Date. Maso Capital Partners Limited, By: /s/ Manoj Jain, Director 2022-08-02 Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director 2022-08-02