10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-396972

FISCALNOTE HOLDINGS, INC.

Delaware	88-3772307
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

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, each at an exercise price of $11.50 per warrant	NOTE.WS	NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of Class A common stock on The New York Stock Exchange on June 30, 2024 was $125,540,607.

As of March 24, 2025, the registrant had 153,129,346 shares of Class A common stock, $0.0001 par value per share, outstanding, and 8,290,921 shares of Class B common Stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.

INTRODUCTORY NOTE

On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing.

Forward-Looking Statements

This Annual Report on Form 10-K includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this Annual Report on Form 10-K, including Part I, Item 1A, “Risk Factors, and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our future results of operations, financial condition and liquidity; our prospects, growth, strategies and the markets in which FiscalNote operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting FiscalNote. Factors that may impact such forward-looking statements include:

•concentration of revenues from U.S. government agencies, changes in the U.S. government spending priorities, dependence on winning or renewing U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and the U.S. government’s right to modify, delay, curtail or terminate contracts;

•FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through a focus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services, bring highly useful, reliable, secure and innovative products, product features and services to market, attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify other opportunities for growth;

•FiscalNote's future capital requirements, as well as its ability to service its repayment obligations and maintain compliance with covenants and restrictions under its existing debt agreements;

•demand for FiscalNote's services and the drivers of that demand;

•the impact of cost reduction initiatives undertaken by FiscalNote;

•risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions;

•FiscalNote's ability to introduce new features, integrations, capabilities and enhancements to its products and services, as well as obtain and maintain accurate, comprehensive and reliable data to support its products, and services;

•FiscalNote's reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration;

•FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services;

•potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote's networks or systems or those of its service providers;

•competition and competitive pressures in the markets in which FiscalNote operates, including larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;

•FiscalNote's ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;

•FiscalNote's ability to retain or recruit key personnel;

iv

•FiscalNote's ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts;

•adverse general economic and market conditions reducing spending on our products and services;

•the outcome of any known and unknown litigation and regulatory proceedings;

•FiscalNote's ability to maintain public company-quality internal control over financial reporting; and

•FiscalNote's ability to adequately protect and maintain its brands and other intellectual property rights.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of this Annual Report on Form 10-K and the other documents filed by us from time to time with the U.S. Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this Annual Report on Form 10-K are based on current expectations and beliefs concerning future developments and their potential effects on us and our business. There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

v

FISCALNOTE HOLDINGS, INC.

FORM 10-K TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	36
Item 4.	Mine Safety Disclosures	36
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
Item 6.	Reserved	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	59
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	103
Item 9A.	Controls and Procedures	103
Item 9B.	Other Information	105
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	105
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	106
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	106
Item 14.	Principal Accountant Fees and Services	106
PART IV
Item 15.	Exhibits, Financial Statement Schedules	106
Item 16.	Form 10-K Summary	109

vi

PART I

Item 1. Business.

Overview

We are a leading technology provider of global policy and regulatory 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 analysis and workflow tools, we provide data and information that enables customers who use our products to manage policy change, address regulatory developments, and mitigate policy risk.

In our core products, we ingest unstructured data on legislative and regulatory developments, and overlay that data with our sophisticated in-house AI and data science expertise to deliver structured, relevant and actionable information that facilitates and informs our customers’ key operational and strategic decisions. In the U.S., we source data at the local, municipal, regional, state, and Federal level. Our portfolio of public policy intelligence products includes PolicyNote, CQ Federal, and Curate. We also offer EU Issue Tracker, which provides public policy intelligence for the European Union, as well as professional services which enable customers to cover over 80 countries globally. These 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 intelligence seamlessly into their daily activities. We also offer our advocacy platform (VoterVoice) and constituent management services platform (Fireside), which connect citizens with their government representatives and vice versa. In addition, we offer our customers expert and customized macroeconomic analysis through FrontierView, a market intelligence advisory firm for global business professionals.

We serve a diverse customer base comprising global enterprises (including 40 of the Fortune 100), midsized and smaller businesses, government agencies, law firms, professional services organizations, trade groups and non-profits in more than 40 countries. We generated total revenues of $120.3 million and $132.6 million for the years ended December 31, 2024 and 2023, respectively, with the year-over-year decline attributable primarily to the divestiture of Board.org in March 2024. We generate recurring revenues using a subscription-based model, which accounted for approximately 92% of our 2024 total revenues. We believe that we deliver compelling value to our customers through the combination of the insights delivered by our platform, expert analysis, workflow tools and the other products and services we offer as well as the increase in efficiency and effectiveness resulting from being a customer of ours.

Our History

FiscalNote was established in 2013 with a vision of using technology to bring clarity to the disparate unstructured and rapidly changing data on governmental activities and empower organizations to better understand and act on the issues that matter to them. Since then, the company has grown organically and through a series of strategic acquisitions, increasing our scale, enhancing our portfolio of products and services with complementary offerings and introducing us to new geographic territories including the U.K., E.U., Australia, and Singapore. Today, we are now a global company with over 570 employees as of December 31, 2024. Our headquarters are located in Washington, D.C., with satellite offices in the United Kingdom, Belgium, Australia, India, and Singapore. Throughout this journey, we have remained committed to the principle of leveraging technology to provide transparency into the policy, people, and politics shaping the world.

Industry Trends

Developments in Artificial Intelligence and Other Technologies Create Opportunities to Serve Customers in New and Innovative Ways

In recent years, advancements in artificial intelligence and other technologies have created opportunities to transform how professionals work, including in our core of legal, government affairs and public sector markets. Increasingly, organizations are consciously adopting technological solutions such as AI, software products and workflow tools not only to monitor and track legal and regulatory changes, but also to generate meaningful insights and predictions about the impact of those changes, and to organize effective responses. As organizations increasingly make this transition, we believe we are well positioned to capture the expanding market opportunity.

1

Expanding Core Market Due to Increasing Government Policy Uncertainty and Complexity Worldwide

Organizations are increasingly subject to the impacts of policy and regulatory change, both as laws and regulations, grow in complexity and as the organizations themselves expand into new markets or jurisdictions. For example, a company operating in both the United States and Europe is subject to different sets of labor regulations. Within those individual countries, an organization must also comply with diverging laws in various states or other localities, as well as monitor policymaking that could result in new regulations. Changes in the laws and regulations applicable to the business could create risks or opportunities impacting corporate strategy and financial results, or exposing them to greater scrutiny or legal risk. Without a platform to efficiently manage and monitor legislation and regulations, businesses and organizations may become exposed to potential damage to their brands, reputations, or financial performance. Furthermore, the earlier a business learns of potential policy impacting them, the more successful that they can be at impacting that policy in their favor, with fewer resources.

Organizations Struggle to Manage Information Throughout the Lifecycle of a Law or Regulation

Although legal and policy matters continue to grow in importance, we believe that existing platforms have failed to modernize their solutions to address the related needs of organizations of all sizes and sectors. We believe that current information and software providers are unable to support complex processes across multiple jurisdictions such as advocacy, constituent action, legislation, regulations, statutes, case law, and compliance. Legacy solutions also do little to structure the variable data and disparate information on legal and policy matters, making it difficult to search, identify patterns or derive insights from the abundance of information. In addition, they lack the technology and functionality required to navigate the complexity and nuances of cross-border laws and regulations. The growing volume of data makes it challenging for teams to not only quickly identify relevant policy and regulatory information that will impact their organizations, but also efficiently track, collaborate, assess, and report on the critical risks and opportunities. Without an integrated platform, businesses and organizations are forced to engage with multiple different point solutions, which creates additional cost burdens and reduces productivity and efficiency.

Our Strategy

The proliferation of complex laws, regulations and policies is increasingly a source of risk and opportunity for all types of organizations - from small businesses to Fortune 100 companies to government agencies and non-profits, operating in virtually any sector of the economy. Accordingly, we believe that organizations increasingly require efficient and highly automated solutions that aggregate, structure and provide actionable insights into the activities of disparate legislative, regulatory, and geopolitical actors, together with workflow tools that drive efficiency and automation in these areas, as well as insights provided by our expert advisory practices and professional services teams. We believe that we are a market leader for data-driven, actionable insights on legal, political, regulatory and policy matters, and our continued growth is expected to be driven by several strategic initiatives.

Our solution is centered on our suite of offerings and features that combine data, expert analysis and workflows to drive actionable insights. Through our platforms and products, we deliver structured, relevant and actionable information to customers that enables them to be more efficient and effective in achieving mission-critical results, such as securing government funding, generating incremental revenue, minimizing costs, and mitigating legal, regulatory, reputational or other risks.

Enhanced Focus on Policy Core Business

From 2017 to 2023, we completed 16 acquisitions to increase our scale, expand our product offerings, enter new jurisdictions and seek to tap into adjacent markets. In 2023, we refocused strategically on organizational streamlining – including the integration of prior acquisitions, simplification of the organization, sunsetting of legacy or non-core products and divestitures of non-core businesses – in order to enhance the company’s profitability and financial strength. Consistent with these efforts, we also have redoubled efforts to consolidate, replatform and upgrade the core Policy product offering – culminating in the launch of PolicyNote in January 2025 – which we expect to improve the customer experience, deliver greater functionality through the incorporation of enhanced AI features, and drive improvement in customer retention measures.

2

Product-Led Growth & Sales Optimization

We believe a significant opportunity exists for us to improve revenue growth rates over time as we execute on our product-led growth strategy and continue to optimize our sales organization. Through the launch of PolicyNote in early 2025, further integration of our products into a consolidated platform, and delivery of AI enhanced features, we believe we will drive greater customer retention and create opportunities for upsell, translating into growth in subscription revenues over time. Consistent with this strategy, we are focusing on elevating our sales productivity and efficiency, as team members bring a simpler, more focused and enhanced product suite to market. We serve a diverse “blue chip” client base across major public and private sectors, including 40 of the Fortune 100. Our sales optimization efforts should realize growth in our significant existing customer base while also seeking to close new sales. Our post-sale client engagement efforts also include tailored strategies designed to successfully expand the size and duration of our client engagements through cross-selling and upselling, as well as optimizing product pricing and packaging based on customer needs.

Research & Development

We continue to invest in improvements to our products and services to enhance the value of the data and insights they provide as well as improve our customer experience. Our efforts in this regard include consolidating and integrating our product portfolio, expanding the coverage of our products through the incorporation of additional data sets, developing new proprietary technology (including additional products and enhancements to existing products), and offering additional human analysis that enhances existing products and services. We continue to advance our core infrastructure and processes for better scaling cross-product data integration, as well as easier deployment of data science and AI capabilities across products. Our new core product, PolicyNote, was built with AI at its core to not only speed up the work of tracking policy, but also to start supporting customers in the shaping of policy as well as through intuitive and chat-based features. We believe these investments will promote customer retention, facilitate cross-selling to existing customers and enable us to market to potential new customers.

Our Competitive Strengths

Category Leader in a Large and Expanding Market Opportunity

As a technology company focused on global policy and regulatory intelligence, we believe we are a category leader in a large and expanding market, with attractive growth potential long-term. For context, organizations of all kinds - from business enterprises to government entities - are subject to proliferating regulations and policies of increasing complexity as well as geopolitical changes in the markets in which they operate. These organizations increasingly require a better understanding of the associated impacts on their operations. In addition, available data on legal and regulatory activities is disparate and unstructured, driving a need to aggregate and meaningfully standardize, analyze and curate that data into relevant insights that facilitate key operational and strategic decisions. Further, analytical capabilities in law are democratizing, as organizations increasingly rely on internal teams, tools and workflows to evaluate and take action on policy and regulatory risks. We believe we are well positioned to capture a significant portion of this growing opportunity due to the quality of our datasets, the sophistication of our AI-forward capabilities, our reputation, the scalability of our consolidated user interface and platform PolicyNote, and the experience and pedigree of our strong management team.

Scalable Proprietary AI-Driven Technology

Our core technology is built upon our proprietary data collection, ingestion, processing, monitoring and refinement capabilities that serve our product and service offerings. We collect and process structured and unstructured data related to global legislative and regulatory activities from disparate sources, which we combine with automated processes built using AI, supplemented with human-in-the-loop augmentation (i.e., human interaction in reviewing, validating, labeling or generating data as part of an automated processing pipeline to improve results and speed up the machine learning process) to derive structured metadata and generate trustworthy and actionable information at scale that powers multiple customer-facing applications. We believe that, as we integrate our current product offerings onto the PolicyNote platform and update our ingestion and refinement technology as a part of our product roadmap, we will enhance our ability to scale, incorporate new data sets, reduce our time to market with new products and features, and reduce our cost associated with product maintenance. Through these processes, we believe we will be able to deliver actionable insights for clients, including

3

individualized alerts, activity-driven recommendations and event-based predictions. These insights are incorporated into workflow tools that support policy monitoring, automated reporting, stakeholder management and collaboration, revenue and funding generation, research and analysis, and streamlined compliance. We believe our proprietary technology delivers superior outcomes for our customers through a focus on combining deep product development expertise with subject matter expertise navigating technical complexities in the policy and legal domain. The value of our technology is highlighted by its ability to utilize AI to automatically learn and apply extractions, classifications, recommendations and connections between disparate data sources as more data is ingested, thereby providing increased customer value per dataset and data-driven insights over time.

Rapidly Shifting Technology Landscape with an Increasing Emphasis on the Role of Generative and Agentic AI, Machine Learning, and Natural Language Processing

The evolution of Artificial Intelligence technologies such as Generative AI, Agentic AI, Machine Learning (ML), and Natural Language Processing (NLP) is rapidly changing the way industries approach data and analytics. Today's technologies enable far more sophisticated analysis, prediction, and automation. These trends are driving significant changes in how business is conducted and how data is evaluated by multinational corporations, non-profits, and governments. Such technological shifts are particularly impactful in markets being serviced by FiscalNote, including legal and policy analysis focused on the political, regulatory and macroeconomic environment. Appropriately navigating the technological shifts within the larger AI landscape is crucial for understanding and processing large volumes of text-based data such as legal documents, policy papers, and regulatory rulings. Deploying these technologies has the potential to automate repetitive tasks, reduce errors, and provide more actionable insights, decision-making, and strategic planning. Businesses that embrace these shifting technologies through platforms such as FiscalNote can gain a competitive advantage and enhance their efficiency, innovation, and customer experience.

Blue Chip Diverse Client Base

Our diverse customer base includes large multinational corporations as well as startups and other enterprises. We also support all three branches of the U.S. federal government, along with dozens of other national, state, and local government entities. In addition, we provide solutions to non-government organizations, nonprofits and advocacy groups. Thousands of organizations rely on us to improve the way they build and manage their relationships with all levels of government, enabling them to have maximum impact on legislation and regulation. We believe that many of our clients offer significant opportunities for growth in the client engagement, while our diverse client base provides stability and mitigates risk to our business as a whole.

Our Products and Services

Public Policy and Issues Management

Our core platform, PolicyNote, and other offerings within our Policy suite of products, provide policy monitoring capabilities at various jurisdictional levels both domestically and globally to enable clients to identify opportunity and manage risk associated with legislative and regulatory change. Our products reliably track U.S. Congressional and federal agency activity - from committee markups and amendments to introductions of proposed legislation to rulemaking and the regulatory comment process - as well as activities across state and local governments. Additionally, customers are able to integrate custom policy, stakeholder, and other data and analysis surrounding the policy ecosystem into the platform to manage their policy, market, and stakeholder information in one place. Through CQ, we also offer deep and comprehensive news and analysis covering the politics, process, and impact of both lawmaking and rulemaking. Further, by leveraging our EU Issue Tracker, clients can take advantage of deeper policy monitoring capabilities and insights in the European Union. By harnessing workflow tools that help organizations manage their issues with insights provided by these products, stakeholders and teams are empowered to collaborate and drive more effective cross departmental knowledge management and coordination and communication on legal and regulatory issues.

Example Use Cases

•Enterprise clients use our technology to in-source their government affairs function, enabling them to reduce contractual commitments to trade organizations and achieve significant cost savings.

4

•Public sector clients leverage our technology to track the federal procurement process, enabling them to secure government funding in support of their mission.

•Industry associations leverage our technology to strategically allow their employees from different teams to work off the same information within the business, efficiently preparing for new business initiatives or quickly responding to questions from one place, reducing and consolidating different information channels, all fed by automatically sourced and updating information.

Advocacy & Constituent Services

Our grassroots advocacy tool, VoterVoice, empowers citizens and organizations to connect with their governments. We provide solutions that enable organizations — from corporations to nonprofits to trade associations — to build campaigns, engage with advocates and educate lawmakers through multiple channels. Our tools also enable customers to track campaign performance with real-time, actionable reports, and insights with data-driven recommendations for improved performance based on industry specific historical benchmarking analysis. Conversely, our Fireside product supports legislators in their constituent engagement efforts by simplifying daily constituent communications, automating tasks, maintaining online and social media presence, and applying data to guide outreach efforts. Its built-in AI sorting function also helps elevate those messages of highest importance for Congressional staff, flagging harmful threats and other urgent messages to be dealt with first.

Example Use Cases

•A national trade association uses VoterVoice to revitalize its advocacy work through a digital strategy and mobile action after decades of trying to keep up in the industry.

•A congressional office uses Fireside’s powerful outreach tools to engage in a meaningful and coordinated fashion with constituents through surveys, newsletters, and mailing tools, and then further refine those engagement efforts through the collection and analysis of data regarding the congressional district.

Market Intelligence

Our market intelligence offering, FrontierView, provides strategic planning, market monitoring and intelligence to global business professionals in support of companies’ international growth initiatives. We believe that, by combining expert analysis with our core AI-driven product offerings, our clients gain access to the full array of insights they need to understand how government actions and policies impact their organizations, businesses and industries.

Example Use Case

•A multinational corporation engages FrontierView for customized research and analysis to adapt its pricing strategy to volatile emerging markets in which it seeks to expand.

Customers

We serve a large, diverse customer base that includes small and mid-sized businesses, large enterprises (including 40 of the Fortune 100), government agencies, law firms, professional services organizations, trade groups and non-profit around the world. We believe that our customers continue to rely on our products and services due to the strong value proposition of the insights delivered by our platform, combined with expert analysis and workflow tools, and we look forward to driving increased customer loyalty and retention through our product-lead growth strategy. We use two metrics to gauge the health of our future revenue opportunity: annual recurring revenue ("ARR") and net retention revenue ("NRR").

As of December 31, 2024, our ARR defined as contracted subscription revenue on a consolidated basis and at the parent account level was $107.5 million. Excluding products that discontinued in 2023 and businesses that we divested, (see Item 7, Management Discussion and Analysis of Financial Condition and Results of Operations, for further discussion) our adjusted ARR at December 31, 2024 was $93.3 million.

5

As of December 31, 2024, our NRR (defined as revenue from businesses owned for at least twelve months at any point in time) on subscription customers was approximately 98% for the fourth quarter of 2024. Retention rates typically are higher for engagements with higher account values, which tend to involve more products with more complex and broader usage within a client organization. We believe that our business is not substantially dependent on any particular end market, customer or group of significant customers.

Technology

Our information technology systems are fundamental to our success. We guide users across a complex information ecosystem, presenting acquired and generated content, with machine-derived metadata, in tailored client workflows. Our technology stack includes technologies for the storage, processing, access and delivery of the data that forms the foundation of our business. We generally own or have secured ongoing rights to use all the applications material to our operations. Our patented AI-enabled core technologies are built and operated on top of modern cloud infrastructure, providing a reliable and distributed computing infrastructure platform for business operations, and leverage cutting edge third-party LLMs to incorporate generative and agentic AI features and capabilities.

Our AI-driven analytical solutions empower our clients to track the pulse of legal and regulatory developments via:

•Descriptive informatics: vast database enabling trend identification, discovery and alerting, and analysis across jurisdictions, people, and documents.

•Predictive informatics: actionable insights such as legislative forecasts, automatic regulatory comment sentiment analysis, AI-driven personalized content and data recommendations to help clients make informed decisions.

•Data collection and ingestion, processing and augmentation, and storage automation capabilities including:

oData ingestion: intelligent data sourcing and collection with custom scraping and monitoring frameworks from web sources, APIs (Application Programming Interface), and data partnerships collecting unstructured text documents in multiple languages and multimedia audio, video, and image files.

oData processing: augments raw source data by inferring and deriving metadata via natural language processing, including categorization, entity extraction, linking, and summarization, creating standardized and useable structured data formats.

oData storage and management: structure, standardize, and automate synchronous and asynchronous data processing pipelines to validate, normalize and index primary data along with metadata to enable enhanced data retrieval and alerting across languages and jurisdictions.

Our products are accessible through multiple delivery channels, including desktop and mobile applications, and data feeds and APIs, enabling our clients to work from anywhere at any time.

Competitive Environment

We believe the principal competitive factors in our business are the quality of insights that our customers can derive from our products and services, including their relevance to the policy and regulatory issues of greatest impact to their organizations, as well as the ease with which customers can act on those insights and integrate them into workflows that drive results. We believe that, with the launch of PolicyNote, integration of cutting edge AI capabilities into our platform, and anticipated further consolidation and enhancement of our product suite, we will compete favorably with respect to each of these factors.

We consider ourselves a category leader in the technology-enabled global policy and market intelligence services sector. We believe that no single competitor currently offers the same product capabilities, scope of services and market coverage we provide, nor do we provide the same product capabilities, scope of services and market coverage as our competitors. The data and information analytics sector is fragmented, and we may encounter a variety of competitors depending upon the relevant market or product offering. Our competitors may include traditional information services companies such as Thomson Reuters, Bloomberg, and S&P, LexisNexis, trade associations and legal advisors such as

6

traditional law firms, as well as consultancies and traditional and digital media organizations that compete primarily with our Roll Call business. In addition, we face competition from start-up and mid-sized companies, with products or services that compete with certain offerings within our portfolio. Over time, we believe that additional businesses will increasingly enter the global policy and market intelligence information services sector and develop technologies that may compete with our products and services.

Intellectual Property

As of December 31, 2024, we owned 47 registered trademarks, two trademarks allowed, three trademark applications (in each case, counting individual foreign registrations and applications), approximately 373 domain names, 14 patents, four patents pending, and two patents allowed (not inclusive of the Oxford Analytic and Dragonfly entities). We also own certain proprietary software. We consider our trademarks, service marks, databases, software and other IP to be proprietary, and rely on a combination of statutory (e.g., copyright, trademark, trade secret and patent), contractual and technical safeguards to protect our intellectual property rights. We believe that the intellectual property that we own and license is sufficient to permit us to carry on our business as presently conducted.

Our agreements with our customers and business partners place certain restrictions on the use of our intellectual property. As a general practice, employees, contractors and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our intellectual property and confidential information.

New Product Development

We believe that innovation is essential to our success and one of our primary drivers of competitive advantage. We believe we are in a unique position to help shape how organizations find, evaluate, interact with, consume and act upon global policy and market information. We made significant improvements in our existing product suite while developing and launching new products, including PolicyNote. We intend to continue augmenting our technology platform, products and services based on risk and opportunity identification by expanding our global coverage and operations.

Sales and Marketing

We generally develop sales, distribution and marketing strategies on a product-by-product and service-by-service basis, including products and services obtained via acquisitions. We leverage customer data, business and market intelligence and competitive profiling to retain customers and cross-sell products and services. When we obtain a new product or service through an acquisition, we assess on a case-by-case basis whether to integrate it into our existing product portfolio or maintain it as a standalone offering in light of its existing brand recognition, distinctive customer base and other factors.

Our sales teams participate in both sales and service activities, interacting frequently with assigned customers to ensure a positive experience using our products and services. Our sales force primarily seeks revenue through new sales, existing customer retention, upselling and cross-selling, working with the sales team members to coordinate activity and provide the best solutions for our customers.

Our marketing team seeks to position FiscalNote as the most trusted brand for insights and analysis on political, regulatory and policy matters. It promotes awareness of our brands through several channels, including segmented marketing campaigns and content (e.g., topical webinars), events, the FiscalNote Executive Institute (a thought leadership community that advances conversation and collaboration among senior leaders), and digital marketing.

Employees

As of December 31, 2024, approximately 573 employees support our business operations with approximately 555 full-time. Excluding Oxford Analytica and Dragonfly, the company had approximately 494 employees as of December 31, 2024. As of the date of this Annual Report on Form 10-K, approximately 45 of our employees are represented by a union. We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.

7

Regulatory Environment

Our products, services and operations are subject to privacy and consumer information laws and regulations, including regulations in the U.S. (federal and state), U.K., EU (as well as individual member states) and various jurisdictions in Asia. We incur significant costs in our business to comply with these laws and regulations. Our compliance obligations vary from regulator to regulator, and may include, among other things, strict data security programs, submissions of regulatory reports, providing consumers with certain notices and correcting inaccuracies in applicable reports. In addition, we are subject to regulatory requirements ordinarily associated with international operations, including various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business, as well as export controls, customs, economic sanctions laws, and embargoes imposed by the U.S. government. Violations of the Foreign Corrupt Practices Act, the UK Bribery Act or other anti-corruption laws or export control, customs, or economic sanctions laws may result in severe criminal or civil sanctions and penalties. Many of these laws and regulations are complex, and their application to us, our customers or the specific services and relationships we have with our customers are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or any failure to comply, could create liability for us, result in adverse publicity and otherwise negatively affect our business. See the section titled “Risk Factors” in this Annual Report on Form 10-K for more information about the impact of government regulation on our company.

Information About our Executive Officers

Set forth below is a list of our executive officers, including each executive officer’s principal occupation and employment during the past five years and reflecting recent organizational changes. None of our executive officers has any family relationship with any other executive officer, and none of our executive officers became an officer pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until his successor is appointed or his earlier death or removal or resignation from such office. Each executive officer’s age is set forth in the table next to his name.

Name	Position	Age
Josh Resnik	President and Chief Executive Officer	54
Jon Slabaugh	Chief Financial Officer and SVP of Corporate Development	61
Todd Aman	SVP, General Counsel and Secretary	41

Josh Resnik serves as our President and Chief Executive Officer. Mr. Resnik served as Legacy FiscalNote’s Senior Vice President, General Counsel and Chief Content Officer from October 2018 to January 2022, was named President and Chief Operating Officer in February 2022, and was named Chief Executive Officer effective January 1, 2025. Prior to FiscalNote, Mr. Resnik was an executive and Board member of Spree Commerce starting in 2012, serving as General Counsel/Chief Operating Officer and helping lead the company to a successful acquisition by First Data Corporation (now Fiserv) in 2015. Prior to Spree Commerce, he led the Digital division of Gannett (then one of the largest media companies in the U.S.) and was a senior in-house attorney at AOL. Earlier in his career he spent several years in private law practice representing clients in the TMT sector in corporate transactions and regulatory matters. Mr. Resnik holds a B.A. from the University of Pennsylvania and a J.D. from Boston University School of Law, where he was named an Edward F. Hennessey Distinguished Scholar and G. Joseph Tauro Scholar, as well as earning the Dean’s Award in Communications Law.

Jon Slabaugh serves as our Chief Financial Officer and Senior Vice President of Corporate Development. He joined Legacy FiscalNote in November 2019 as Senior Vice President of Corporate Development and was promoted to Chief Financial Officer in May 2020. Prior to FiscalNote, Mr. Slabaugh was the Managing Director of UCG, a private holding company of 10 leading business-to-business information, data and workflow SaaS companies serving the energy, healthcare, telecommunications, financial services, technology, advertising and tax preparation markets, from 2004 to 2018. Earlier in his career, Mr. Slabaugh was a co-founder and Managing Director of MCG Capital, a senior debt, mezzanine and uni-tranche investment company backed by Goldman Sachs Capital Partners, Heller Financial, Vestar Capital Partners and Soros Private Equity Partners, from 1998 to 2004. Mr. Slabaugh originated and managed investments in information, software and media companies while at MCG. Mr. Slabaugh has also served on the boards of Miles Partnership, Johns Hopkins Suburban Hospital, and GasBuddy. He holds a B.A. from Denison University and an MBA from the University of Virginia’s Darden School of Business Administration.

8

Todd Aman serves as our Senior Vice President, General Counsel & Secretary, a role he has held since August 2022. Before then, he had served as our Vice President and Associate General Counsel – Securities and Compliance since April 2021. Before joining FiscalNote, Mr. Aman served as Associate General Counsel – Corporate and Securities and Assistant Secretary for FLIR Systems, Inc., a publicly-traded international sensor technology company. Prior to FLIR, Mr. Aman served as Assistant General Counsel and Assistant Secretary at Gannett Co., Inc., a publicly-traded media and marketing solutions company, from March 2016 through its acquisition in 2019. Before then, Mr. Aman was a corporate attorney in the SEC Advisory and Capital Markets practice groups at Hogan Lovells US LLP. Mr. Aman holds a J.D., magna cum laude, and an LL.M in Securities and Financial Regulation, with distinction, from the Georgetown University Law Center, as well as a B.A. in Political Theory and Religious Studies from the University of Virginia.

Available Information

Our website address is www.fiscalnote.com. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the United States Securities and Exchange Commission (the “SEC”). The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding FiscalNote. The information contained on our website is not part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

Item 1A. Risk Factors.

Risks Related to Our Business

We have a history of net losses and anticipate that operating expenses may grow as we continue to pursue our plans for expansion, and we therefore may not be able to achieve and maintain profitability.

We have incurred significant net losses in each year since our inception, including net losses of $62.5 million (excluding the effect of the gains on sale of businesses throughout 2024 totaling $72.0 million) and $115.5 million for the years ended December 31, 2024 and 2023, respectively, and we may not achieve or maintain profitability in the future. Because the market for our products and services is rapidly evolving, it is difficult for us to predict our future results of operations or the limits of our market opportunity. In 2023, the Company implemented a cost reduction plan to align its operations and reduce our operating expenses in the future. We also intend to continue to build and enhance our products and services and develop and expand our platforms through both internal research and development that can contribute to the capabilities of our platforms. If our revenue does not increase to offset operating expenses and if our efforts to control operating expenses are unsuccessful or inadequate, we will not be profitable in future periods. In future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including any failure to increase the number of organizations using our products or grow the size of our engagements with existing customers, a decrease in the growth of our overall market, our failure, for any reason, to continue to capitalize on growth opportunities, slowing demand for our products, additional regulatory burdens, or increasing competition. As a result, our past financial performance may not be indicative of our future performance. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our stock to decline.

We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain a high renewal rate, our business, financial condition, results of operations and prospects would be materially and adversely affected.

Approximately 90% of our revenues are subscription-based. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers renewing their arrangements with us. Although many of these arrangements have automatic renewal provisions, with appropriate notice these arrangements generally are cancellable and our customers generally have no obligation to renew their subscriptions after the expiration of their initial subscription period. As a result, our past annual revenue renewal rates may not be indicative of our future annual revenue renewal rates, and our annual revenue renewal rates may decline or fluctuate in the future as a result of a number of factors, including customer satisfaction with our products and services, our prices and the prices offered by competitors, reductions

9

in customer spending levels, and general economic conditions. Our revenues could also decline if a significant number of our customers continued their arrangements with us but reduced the amount of their spending.

The introduction of competitors’ offerings with lower prices for consumers, low customer satisfaction with our products, fluctuations in prices customers are willing to pay for our products, changes in customers’ government affairs, policy and political strategies, including an increase in the use of competitors’ products or offerings, and other factors could result in declines in our subscriptions. Because we derive a substantial majority of our revenue from customers who purchase these subscription plans, any material decline in demand for these offerings could have a material adverse impact on our future revenue and results of operations. In addition, if we are unable to successfully introduce new products, features, and enhancements, our revenue growth may decline, which could have a material adverse effect on our business, financial condition, and results of operations.

U.S. government agency customers represent a material portion of our total revenues. Accordingly, our financial performance and results of operations could be materially adversely affected by changes in the U.S. government’s spending priorities, our inability to win or renew U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and action taken by the U.S. government to modify, delay, curtail or terminate contracts.

We derive, and expect to continue to derive, a material portion of our total revenue from contracts with U.S. government agencies and other public sector entities. Accordingly, our overall business depends in part upon continued government expenditures on our Policy products and services. As a result, our prospects, financial condition or operating results could be materially adversely impacted by any of the following actions or events, among others:

•changes in available funding due to budget constraints, mandated spending cuts across the government or particular agencies, changes in spending priorities, efficiency initiatives (although we believe that our products and services support efficient governmental operations), or similar actions;

•decisions to close, or materially reduce the mandate and staffing of, specific government agencies to which we provide products and services, or any disruption in the functioning of such agencies;

•delays in the payment of our invoices by government payment offices; and

•an inability by the U.S. government to fund its operations as a result of a failure to increase the federal government’s debt ceiling, a credit downgrade of U.S. government obligations or for any other reason.

Such actions or events may also increase the volatility in public sector revenues, presenting challenges to our ability to accurately predict the financial performance and results of operations of our public sector business.

If we are unable to attract new customers, retain existing customers, expand our products and services offerings with existing customers, expand into areas of higher growth, our revenue growth and profitability will be harmed.

Our success depends on our ability to acquire new customers, retain existing customers, expand our engagements with existing customers through cross-selling and upselling efforts, expand into areas of higher growth, and to do so in a cost-effective manner. We have made significant investments related to customer acquisition and retention, expect to continue to spend significant amounts on these efforts in future periods, and cannot guarantee that the revenue from new or existing customers will ultimately exceed the costs of these investments.

Additionally, if we fail to deliver a quality user experience, or if customers do not perceive the products and services we offer to be of high value and quality, we may be unable to acquire or retain customers. Also, if we do not acquire or retain customers above our lowest price tier in volumes sufficient to grow our business, we may be unable to achieve our operational objectives. Our prices may increase, or may not decrease to levels sufficient to generate customers’ interest, our revenue may decrease, our margins may decline. As a result, we may not achieve or maintain profitability and our business, financial condition, and results of operations may be materially and adversely affected.

10

Our efforts to expand our service offerings and further develop our existing services in order to keep pace with policy, regulatory, political and technological developments may not succeed.

Our efforts to expand our current service offerings may not succeed and, as a result, we may not achieve the revenue growth rate we expect. In addition, because the markets for certain of our offerings remain relatively new, it is uncertain whether our investments in those offerings, will result in significant revenue for us. We seek to continuously enhance our technology platforms, including AI and machine learning capabilities and algorithms, to maintain and improve the quality of our products and services in order to remain competitive with alternatives, and those efforts ultimately may not be adequate or successful. Further, the introduction of significant platform changes and upgrades, may not succeed and early-stage interest and adoption of such new services may not result in long term success or significant revenue for us. Additionally, if we fail to anticipate or identify significant technology trends and developments early enough, or if we do not devote appropriate resources to adapting to such trends and developments, our business could be harmed.

If we are unable to develop or acquire enhancements to, and new features for, our existing or new services that keep pace with rapid technological developments, our business could be harmed. The success of enhancements and new or acquired products and services depends on several factors, including the timely completion, introduction and market acceptance of the feature, service or enhancement by customers, administrators and developers, as well as our ability to integrate all of our product and service offerings and develop adequate selling capabilities in new markets. Failure in this regard may significantly impair our revenue growth and negatively impact our operating results. We may not be successful in either developing or acquiring these enhancements and new products and services or effectively bringing them to market.

Furthermore, uncertainties about the timing and nature of new services or technologies, or modifications to existing services or technologies, or changes in customer usage patterns thereof, could increase our research and development or service delivery expenses or lead to our increased reliance on certain vendors. Any failure of our services to operate effectively with future network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction and harm our business.

We may not realize expected business or financial benefits from acquisitions or integrate acquired businesses in an efficient and effective manner, or such acquisitions could divert management’s attention, increase capital requirements or dilute stockholder value and materially and adversely affect our business, financial condition, results of operations and prospects.

Our ability to achieve the anticipated potential benefits of a strategic acquisition will be subject to a number of risks or uncertainties. Acquired assets, data, or businesses may not be successfully integrated into our operations, costs in connection with acquisitions and integrations may be higher than expected and we may also incur unanticipated acquisition-related costs. These costs could adversely affect our financial condition, results of operations, or prospects. Any acquisition we complete could be viewed negatively by customers, users, developers, partners, or investors, and could have adverse effects on our existing business relationships.

Acquisitions and other transactions, arrangements, and investments involve numerous risks and could create unforeseen operating difficulties and expenditures, any of which could harm our business, including:

•difficulties in, and the cost of, integrating operations, administrative infrastructures, sales and marketing teams and strategies, personnel, technologies, data sets, services, and platforms;

•potential write-offs of acquired assets or investments, impairments of goodwill or intangible assets, or potential financial and credit risks associated with acquired customers;

•difficulties in successfully selling any acquired services or products;

•differences between our values and those of our acquired companies;

•failures to identify material liabilities or risk in pre-acquisition due diligence;

•difficulties in retaining and re-training key employees of acquired companies and integrating them into our organizational structure and corporate culture;

11

•difficulties in, and financial costs of, addressing acquired compensation structures inconsistent with our compensation structure;

•inability to maintain, or changes in, relationships with key customers and partners of the acquired business;

•challenges converting and forecasting the acquired company’s revenue recognition policies including subscription-based revenue and revenue based on the transfer of control as well as appropriate allocation of the customer consideration to the individual deliverables;

•difficulty with, and costs related to, transitioning the acquired technology onto our existing platforms and customer acceptance of multiple platforms on a temporary or permanent basis;

•augmenting the acquired technologies and platforms to the levels that are consistent with our brands and reputation;

•potential for acquired products to impact the profitability of existing products;

•increasing or maintaining the security standards for acquired technology consistent with our other services;

•challenges relating to the structure of an investment, such as governance, accountability, and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;

•negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets, and deferred compensation;

•to the extent we use cash to pay for acquisitions, the commensurate limitation of other potential uses for our cash;

•to the extent we incur debt to fund any acquisitions, the impact of such debt on our overall capital structure, any material restrictions thereunder on our ability to conduct our business, financial maintenance covenants and dilution to shareholders to the extent such debt instruments are convertible;

•to the extent we issue equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease;

•additional dilution and expense associated with stock-based compensation;

•the loss of acquired unearned revenue and unbilled revenue;

•delays in customer purchases due to uncertainty related to any acquisition;

•ineffective or inadequate controls, procedures, and policies at the acquired company;

•in the case of foreign acquisitions, challenges caused by integrating operations over distance, and across different languages, cultures, and political environments;

•currency and regulatory risks associated with foreign countries and potential additional cybersecurity and compliance risks resulting from entry into new markets;

•tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on our ability to realize our future tax assets or liabilities; and

•potential challenges by governmental authorities, including the U.S. Department of Justice (the “DOJ”), for anti-competitive or other reasons.

We may also decide to restructure, divest or sell businesses, products or technologies that we have acquired or invested in. The occurrence of any of the above could have an adverse effect on our business, results of operations, financial condition and future prospects and could adversely affect the market price of our Class A Common Stock.

Any cost reduction initiatives that we undertake may not deliver the results we expect and these actions may adversely affect our business.

12

From time to time, we engage in restructuring plans that have resulted and may continue to result in workforce reduction and consolidation of our real estate facilities and our operating footprint. In addition, management will continue to evaluate our global footprint and cost structure, and additional restructuring plans may be required. As a result of our restructurings, we have experienced and may in the future experience a loss of continuity, loss of accumulated knowledge, disruptions to our operations and inefficiency during transitional periods. Any cost-cutting measures could impact employee retention. In addition, we cannot be sure that any future cost reductions or global footprint consolidations will deliver the results we expect, be successful in reducing our overall expenses as we expect or that additional costs will not offset any such reductions or global footprint consolidation. If our operating costs are higher than we expect or if we do not maintain adequate control of our costs and expenses, our results of operations may be adversely affected.
 

We have international operations and assets, including in the U.K., Belgium, and Australia, and we sell our products and services to clients globally. These international operations subject us to additional risks that may adversely affect our business, results of operations and financial condition.

We have international operations, including in the U.K., Belgium, and Australia. Our ability to operate in these countries may be adversely affected by changes in those jurisdictions’ laws and regulations, including those relating to taxation, lobbying, cybersecurity, privacy and other matters. In addition, our operating results and financial performance are subject to the local economic and political situations. We believe that our operations are in compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that require additional expenditures and efforts on our part to ensure our compliance therewith, as well as increased taxation, restrictions on imports, import duties or currency revaluations. There can be no certainty as to the application of the laws and regulations of these jurisdictions in particular instances. Enforcement of existing laws or agreements may be sporadic and implementation and interpretation of laws inconsistent. Moreover, there is a high degree of fragmentation among regulatory authorities, resulting in uncertainties as to which authorities have jurisdiction over particular parties or transactions.

In addition, we sell our products and services globally and plan to continue expanding our international operations as part of our growth strategy. For the years ended December 31, 2024 and 2023, approximately 21% and 19%, respectively, of our revenues were derived from outside of the United States. Revenues by geography are determined based on the region of the FiscalNote selling entity, which may be different than the region of the customer. Our current international operations could subject us to a number of risks, including:

•increased management, travel, infrastructure, and legal compliance costs associated with having multiple international operations;

•unique terms and conditions in contract negotiations imposed by clients in foreign countries;

•longer payment cycles and difficulties in enforcing contracts and collecting accounts receivable;

•the need to localize our products and services for international clients;

•changes in foreign regulatory requirements;

•increased exposure to fluctuations in currency exchange rates;

•highly inflationary international economies;

•the burdens and costs of complying with a wide variety of foreign laws and legal standards relating to data security and protection of personal information, including the General Data Protection Regulation (“GDPR”) in the European Union and similar privacy regulations in the U.K. and the Asia-Pacific region;

•compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and other anti-corruption regulations, particularly in emerging market countries;

•compliance by international staff with accounting practices generally accepted in the United States, including adherence to our accounting policies and internal controls;

•trade agreements, taxes, and other trade barriers;

•increased financial accounting and reporting burdens and complexities;

13

•weaker protection of intellectual property rights in some countries;

•multiple and possibly overlapping tax regimes;

•the application of the respective local laws and regulations to our business in each of the jurisdictions in which we operate;

•government sanctions that may interfere with our ability to sell into particular countries;

•disruption to our operations caused by epidemics or pandemics, such as COVID-19; and

•political, social and economic instability abroad, terrorist attacks and security concerns in general.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these risks could harm our international operations and reduce our international sales, adversely affecting our business, results of operations, financial condition, and growth prospects.

We recognize revenues over the term of the agreements for our subscriptions and, as a result, there is often a lag in realizing the impact of current sales or cancellations in reported revenues, and a significant downturn in our business may not be reflected immediately in our operating results.

We generally recognize revenues ratably over the duration of the contract, which typically range from one to three years. As a result, a substantial majority of our quarterly revenues are generated from contracts entered into during prior periods. There is often a lag in realizing the impact of current sales or cancellations in our reported revenues, as we recognize revenues over the term of the arrangement. Because of this lag effect, a decline in new contracts in any quarter may not affect our results of operations in that quarter but could reduce our revenues in future quarters. Additionally, the timing of renewals or non-renewals of a contract during any quarter may only affect our financial performance in future quarters. For example, the non-renewal of a contract late in a quarter will have minimal impact on revenues for that quarter but will reduce such revenues in future quarters. Accordingly, the effect of significant declines in sales of our products and services may not be reflected in our short-term results of operations, which would make these reported results less indicative of our future financial results. In contrast, a non-renewal occurring early in a quarter may have a significant negative impact on revenues for that quarter and we may not be able to offset a decline in such revenues with revenues from new contracts entered into in the same quarter. In addition, we may be unable to adjust our costs in response to reduced revenues. These factors may cause significant fluctuations in our results of operations and cash flows, may make it challenging for an investor to predict our performance and may prevent us from meeting or exceeding the expectations of research analysts or investors, which in turn may cause our stock price to decline.

Our sales cycles are variable, depend upon factors outside our control, and could cause us to expend significant time and resources prior to generating revenues.

The typical sales cycle for our products and services is lengthy, unpredictable, could be disrupted by factors outside our control and often requires pre-purchase evaluation by a significant number of employees in our clients’ organizations. Our sales efforts involve educating our clients about the use and benefits of our products and services. Potential clients typically undertake a rigorous pre-purchase decision-making and evaluation process, and sales to new clients involve extensive client due diligence and reference checks. We invest a substantial amount of time and resources on our sales efforts without any assurance that our efforts will produce sales. Even if we succeed at completing a sale, we may be unable to predict the size of an initial subscription arrangement until very late in the sales cycle.

If we have overestimated the size of our total addressable market, our future growth rate may be limited.

It is difficult to accurately estimate the size of the enterprise information services and legal and regulatory information markets and predict with certainty the rate at which the market for our services will grow, if at all. While our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future

14

growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

We rely on third parties, including public sources, for data, information and other products and services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.

Our products and services rely upon data, information and services obtained from third-party providers and public sources. Such data, information and services are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by us and third-party service providers. We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredicted price increases, unfavorable licensing terms and other adverse circumstances. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions, which could impact or eliminate our customers’ use of the content. In addition, as the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe on such party’s IP rights. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. If we do not maintain, or obtain the expected benefits from, our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.

If we are not able to obtain and maintain accurate, comprehensive, or reliable data, or if the expert analysis we produce contains any material errors or omissions, we could experience reduced demand for our products and services.

Our success depends on our customers’ confidence in the depth, breadth, and accuracy of our data. The task of establishing and maintaining accurate data is challenging and expensive. The depth, breadth, and accuracy of our data differentiates us from our competitors. If our data, including the data we obtain from third parties and our data extraction, structuring, and analytics are not current, accurate, comprehensive, or reliable, or if any expert analysis we produce contains material errors or omissions, customers could have negative experiences, which in turn would reduce the likelihood of customers renewing or upgrading their subscriptions and our reputation could be harmed, making it more difficult to obtain new customers.

Our ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and development resources. If we do not adequately fund our research and development efforts, or if our research and development investments do not translate into material enhancements to our products and services, we may not be able to compete effectively, and our business, financial condition, results of operations and prospects may be adversely affected.

To remain competitive, we must continue to develop or acquire and implement new features, integrations, and capabilities to our products and services. This is particularly true as we further expand and diversify our capabilities to address additional applications and markets. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If we are unable to develop features, integrations, and capabilities internally due to certain constraints, such as employee turnover, lack of management ability, or a lack of other research and development resources, our business may be harmed.

Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling features, integrations, capabilities, and enhancements and generate revenue, if any, from such investment. Anticipated demand for a feature, integration, capability, or enhancement we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such feature, integration, capability, or enhancement. Additionally, we may experience difficulties with software development, design, or marketing that could

15

affect the length of these research and development cycles that could further delay or prevent our development, introduction, or implementation of features, integrations, capabilities, and enhancements. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of features, integrations, and capabilities that are competitive, our business, results of operations, and financial condition could be adversely affected.

Further, our competitors may expend more on their respective research and development programs or may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs or our competitors may be more efficient or effective in their research and development activities. We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data predicting, and other database technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data. Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and may harm our business, results of operations, and financial condition.

Our pricing and product bundling strategy may not meet customers’ price expectations or may adversely affect our revenues.

Demand for our products and services is generally sensitive to price. Our approach to pricing and bundling our products and services has had, and may continue to have, a significant impact on our revenues and profit margins. In addition, our competitors’ pricing and marketing strategies are beyond our control and could significantly affect the results of our pricing strategies. If we fail to meet our customers’ price expectations or develop attractive and easily marketable product bundles, or if we are unable to compete effectively with our competitors when they engage in aggressive pricing strategies or other competitive activities, it could have a material adverse effect on our business.

Increased accessibility to free or relatively inexpensive information sources that offer comparable value to customers may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and this trend is expected to continue. For example, the US Congress, state legislatures, the European Union and other federal, state, local and foreign government and regulatory agencies have increased the amount of information they make publicly available at no cost. Public sources of free or relatively inexpensive information may reduce demand for our products and services if such information sources become more easily searchable, digestible and actionable without structuring by technology such as ours. Our results of operations would be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become our direct competitors.

Companies in related industries, such as Bloomberg, Thomson Reuters, RELX, MSCI, Gartner, and S&P, may choose to compete with us and would immediately have access to greater resources and brand recognition. We cannot anticipate how rapidly such a potential competitor could create products or services that would take significant market share from us or even surpass our products or services in quality. The entry of a large, well-funded competitor in our space could reduce demand for our products and services or reduce the price we can demand from new customers or for subscription renewals or upgrades from existing customers, negatively affecting our revenue and profitability.

If we fail to protect and maintain our brands, our ability to attract and retain customers will be impaired, our reputation may be harmed, and our business, financial condition, results of operations and prospects may suffer.

We have developed or acquired a family of brands, that have contributed significantly to the success of our businesses. We believe that maintaining and promoting our brands in a cost-effective manner is critical to expanding our base of customers and retaining our existing customers. Maintaining, promoting and positioning our brands and the reputation of our businesses will depend on our ability to provide useful, reliable, secure, and innovative products and services, to maintain trust, and to provide a consistent, high-quality customer experience.

16

We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect one or more of our brands. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our businesses could be materially and adversely harmed.

Harm to our brands can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality, inadequate protection or misuse of information with respect to customers’ government affairs’ strategies, personally identifiable information, compliance failures and claims, regulatory inquiries and enforcement, rumors, litigation and other claims, misconduct by our partners, employees or other counterparties, and actual or perceived failure to adequately address the environmental, social, and governance (“ESG”) expectations of our various stakeholders, any of which could lead to a tarnished reputation and loss of customers.

Any negative publicity about our industry or our company, the quality and reliability of our products and services, our compliance and risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain strong and trusted brands, our business, financial condition, and results of operations could be materially and adversely affected.

We have a significant portion of our revenue to U.S. and foreign government agencies and other highly regulated organizations, which are subject to a number of challenges and risks.

We derive a portion of our revenue from contracts with government organizations (primarily but not solely U.S. -based), and we believe the success and growth of our business will in part depend on adding additional public sector customers. However, demand from government organizations is often unpredictable, and we cannot guarantee that we will be able to maintain or grow our revenue from the public sector. Sales to government entities are subject to substantial additional risks that are not present in sales to other customers, including:

•selling to government agencies can be more highly competitive, expensive, and time-consuming than sales to other customers, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

•U.S., European, or other government certification and audit requirements potentially applicable to our network, including the Federal Risk and Authorization Management Program (FedRAMP) in the U.S., are often difficult and costly to obtain and maintain, and failure to do so will restrict our ability to sell to government customers;

•government demand and payment for our products may be impacted by public sector budgetary cycles, funding authorizations, changes in administration, shifts in government agency spending patterns, delays in the government appropriations or other administrative processes, or government shutdowns or other considerations, such as favoring domestic suppliers over those with significant foreign minority investment, such as ours, especially in the case of notable levels of redemption;

•governments routinely investigate and audit government contractors’ administrative processes and any unfavorable audit could result in fines, civil or criminal liability, further investigations, damage to our reputation, and debarment from further government business;

•governments often require contract terms that differ from our standard customer arrangements, including terms that can lead to those customers obtaining broader rights in our products than would be expected under a standard commercial contract and terms that can allow for early termination; and

•governments may demand better pricing terms and public disclosure of such pricing terms, which may harm our ability to negotiate pricing terms with our non-government customers.

17

The loss or significant curtailment of any government contracts or subcontracts, whether due to our performance or due to interruptions or changes in governmental funding or administrative processes, could have a material adverse effect on our business, results of operations and financial condition.

In addition, we must comply with laws and regulations relating to the formation, administration, and performance of contracts with the public sector, including U.S. federal, state, and local governmental organizations, which affect how we and our channel partners do business with governmental agencies. Selling our products to the U.S. government, whether directly or through channel partners, also subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements by either us or our channel partners could subject us to investigations, fines, and other penalties, which could have an adverse effect on our business, results of operations, and financial condition. For example, the DOJ and the General Services Administration (the “GSA”) have in the past pursued claims against and financial settlements with vendors under the False Claims Act and other statutes related to pricing and discount practices and compliance with certain provisions of GSA contracts for sales to the federal government. The DOJ and GSA continue to actively pursue such claims. Violations of certain regulatory and contractual requirements could also result in us being suspended or debarred from future government contracting. Any of these outcomes could have a material adverse effect on our revenue, results of operations, and financial condition. Any inability to address these risks and challenges could reduce the commercial benefit to us or otherwise preclude us from selling subscriptions to our products to government organizations.

We assist customers in certain legislative and other governmental relations matters, which activities may be deemed to be lobbying efforts.

To the extent that our services may be activities that constitute “lobbying” under federal, state, local or foreign laws, we or some of our subsidiaries may have to register under such applicable laws. In addition, some states have so-called procurement lobbying rules that require sales personnel who interact with governmental officials in certain sales activities to register as lobbyists as well. Lobbying laws typically require periodic financial and other reports to be timely made and prohibit some types of contributions, gifts and other expenditures by lobbyists and their affiliates. Any failure to register or to comply with the applicable regulations could subject us, our employees and officers and directors to civil or criminal penalties.

Our company culture has contributed to our success and if we cannot maintain and evolve our culture as it grows, our business could be materially and adversely affected.

We believe our culture has been a key contributor to our success to date and that the critical nature of the products and services that we provide promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong corporate culture and believe it is one of our most important competitive advantages. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we continue to grow and develop, we may find it difficult to maintain these important aspects of our culture. In addition, as our operations become more globally dispersed, we may find it increasingly difficult to maintain our corporate culture across geographies. If we fail to maintain our corporate culture, or if we are unable to retain or hire key personnel, our business and competitive position may be harmed.

We rely on the performance of highly skilled personnel, including our management and other key employees, and the loss of one or more of such personnel, or of a significant number of team members, could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of senior management and key personnel, including our co-founders. From time to time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. Our senior management and key employees are employed on an at-will basis. We may be unable to retain members of senior management or other key employees and may be unable to timely replace such individuals should any of them depart. The loss of one or more of our senior management or other key employees could harm our business.

18

If we do not effectively maintain and grow our research and development team with top talent, including employees who are trained in AI, machine learning and advanced algorithms, we may be unable to continue to improve our AI capabilities, and our revenues and other results of operations could be adversely affected.

Our future success depends on our ability to continue to attract, retain and motivate highly skilled employees, software engineers and other employees with the technical skills in AI, machine learning and advanced algorithms that will enable us to deliver effective products and services. Competition for highly skilled employees in our industry is intense, in particular in the fields of AI and data science, and larger companies with access to more substantial resources pursue such top talent aggressively.

We may be unable to attract or retain such highly skilled personnel who are critical to our success, which could hinder our ability to keep pace with innovation and technological change in our industry or result in harm to our key customer relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs. The loss of the services of such key employees could make it more difficult to successfully operate our business and pursue our business goals.

Regulators in the U.S. and other jurisdictions where we operate may limit our ability to develop or implement our proprietary technology and/or may eliminate or restrict the confidentiality of our proprietary technology, which could have a material adverse effect on our financial condition and results of operations.

Our future success depends on our ability to continue to develop and implement our proprietary technology, and to maintain the confidentiality of this technology. Changes to existing regulations, their interpretation or implementation, or new regulations, including in connection with obtaining and extracting data from third parties, could impede our use of this technology, or require that we disclose our proprietary technology to others, including our competitors, which could impair our competitive position and result in a material adverse effect on our business, results of operations, and financial condition.

Issues in the use of AI (including machine learning) in our platforms may result in reputational harm or liability.

AI enables or is integrated into some of our platforms and is a significant and potentially growing element of our business. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. Further, AI algorithms may be flawed and datasets may be insufficient, of poor quality, or contain biased information. In addition, inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Further, some AI scenarios may present ethical issues. Though our technologies and business practices are designed to mitigate many of these risks, if we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm.

Failure to effectively optimize our marketing and sales capabilities could harm our ability to increase our customer base, expand our engagements with existing customers, and achieve broader market acceptance of our products and services.

Our ability to increase our customer base, expand our engagements with existing customers, and achieve broader market acceptance of our products and services will significantly depend on our ability to optimize our marketing and sales operations. We plan to dedicate significant resources to sales, marketing and demand-generation teams and programs, including various online marketing activities as well as targeted account-based advertising. We also intend to focus on cross-selling and upselling efforts to grow our engagements at existing clients. The effectiveness of these efforts has varied over time and may vary in the future. All of these efforts will require us to invest significant financial and other resources and if they fail to attract additional customers, our business will be harmed. If our lead generation methods do not result in broader market acceptance of our products and services, we will not realize the intended benefits of this strategy and our business will be harmed.

We believe that there is significant competition for sales personnel, including sales representatives, sales managers and sales engineers, with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend in large part on our success in recruiting, training and retaining sufficient numbers of sales personnel to

19

support our growth. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires may not become productive as quickly as we expect, if at all, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, particularly if we continue to grow rapidly, new members of our sales force will have relatively little experience working with us, our products and services and our business model. If we are unable to hire and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner, or our sales personnel are not successful in acquiring new customers or expanding usage by existing customers, our business will be harmed.

Any failure to offer high-quality support, professional services and information and analysis for our customers may harm our relationships with our customers and, consequently, our business.

Once our products and services are deployed, our customers sometimes request consulting and training to assist them in integrating our products and services into their business and rely on our customer support personnel to resolve issues and realize the full benefits that our products and services provide. Our ability to provide effective customer support is largely dependent on our ability to attract, train and retain qualified personnel with experience in supporting customers with a cloud solution such as ours and maintaining the same. The number of our customers has grown significantly, which is likely to increase demand for training, support and maintenance related to our products and services and place additional pressure on our customer support teams. If we are unable to provide sufficient high-quality training, integration and maintenance resources, our customers may not effectively integrate our products and services into their business or realize sufficient business value from our products and services to justify further usage, which could impact our future financial performance. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support or maintenance assistance. We also may be unable to modify the future, scope and delivery of our maintenance services and technical support to compete with changes in the technical services provided by our competitors.

Increased customer demand for support and professional services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, as we continue to grow our operations and support our global customer base, we need to be able to continue to provide efficient support and effective maintenance that meets our customers’ needs globally at scale. Our ability to attract new customers is highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality support services, or a market perception that we do not maintain high-quality support services for our customers, would harm our business.

Certain of our customers rely on high quality information in the form of research, news and analysis. Our ability to provide these services at the levels our clients expect is dependent on our ability to attract, train and retain qualified personnel. In addition, for certain of these services, our personnel receive special access to the U.S. Congress through the Periodical Press Galleries and Daily Press Galleries. If such access were to be limited or restricted for any reason, our ability to obtain certain information would be hindered, and such event could have a negative impact on our customers’ perception of the value of our services, thus potentially impacting revenue.

Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business.

We are subject to differing, and sometimes conflicting, laws and regulations in the various jurisdictions in which we operate. In certain jurisdictions, we could be a subject to national, state, local, or municipal laws and regulations that are ambiguous in their application or enforcement or that we believe are invalid or inapplicable. This could significantly and materially harm our business, financial condition, and operating results by restricting or limiting how we operate our business, increasing our operating costs, and decreasing our number of customers. Further, existing or new laws and regulations could expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations, and could adversely impact our business, financial condition, results of operations and prospects.

We have incurred a significant amount of debt, some of which is secured by substantially all of our assets, and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business.

As of December 31, 2024, we had $168.2 million in aggregate principal amount of indebtedness of which (i) $88.6 million was outstanding under our senior term loan facility (the "Senior Term Loan") and secured by substantially all of our assets, and (ii) $79.6 million was unsecured. In connection with the completion of the sale of Oxford Analytica and

20

Dragonfly on March 31, 2025, the lenders consented to release the liens on Oxford Analytica and Dragonfly's assets and permitted the consummation of the sale in exchange for the permanent retirement of $27.1 million (the “Pay-Down Amount”) of term loans under the Senior Term Loan and payment of $1.8 million of related prepayment and exit fees.

The Senior Term Loan requires monthly cash interest payments. Beginning August 15, 2026, we will also be required to make monthly principal payments to fully repay the outstanding principal by the stated maturity date, July 15, 2027. Accordingly, a portion of our future cash flows from operations will be required to pay interest and principal on our indebtedness. Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes and limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans, and other investments, which may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry, or in the general economy, limit our flexibility in planning for, or reacting to, changes in our business and the industry, and prevent us from taking advantage of business opportunities as they arise. We cannot guarantee that our business will generate sufficient cash flow from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on our indebtedness, or to fund our operations.

Under our Senior Term Loan, we and certain of our subsidiaries are subject to financial maintenance covenants and restrictive covenants limiting our business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, and sales of assets, and restrictions on the payment of dividends or distributions. We may be unable to comply with any financial maintenance covenants and/or restrictive covenants which may result in a default under the Senior Term Loan (See Note 9, Debt to the consolidated financial statements included elsewhere herein). In the future, any debt financing obtained by us could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures. Any default under our debt arrangements could require that we repay or refinance such indebtedness immediately. In such event, we may be unable to repay our indebtedness or refinance such indebtedness on reasonable terms, if at all, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

We are involved in legal actions and claims arising in the ordinary course of business from time to time. Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit the ability to operate our business.

We have in the past been, and may in the future be, involved in private actions, investigations, and various other legal proceedings by customers, employees, lenders, commercial partners, competitors, or government agencies, among others, relating to, for example, wrongful act, subrogation, employment or labor-related disputes such as wrongful termination of employment, assisting in, inducement of or involvement in breach of restrictive covenants, non-disclosure or confidentiality obligations by our employees, consumer complaints, contractual disputes with customers or suppliers, disputes with third parties and regulatory inquiries. The results of any such litigation, investigations, and legal proceedings are inherently unpredictable and may be expensive. If any of these legal proceedings were to be determined adversely to us, or we were to enter into any settlement arrangement, we could be exposed to monetary damages or be forced to change the way in which it operates its business or restricts its solicitation with potential customers or employees, which could have an adverse effect on our business, financial condition, results of operations and prospects.

Our projections and key performance metrics are subject to significant risks, assumptions, estimates and uncertainties. As a result, our financial and operating results may differ materially from our expectations.

We operate in a rapidly changing and competitive industry, and its projections and calculations of key operating metrics are subject to the risks and assumptions made by our management with respect to our industry. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition we face, as well as our ability to attract and retain customers while generating sustained revenues through product and service offerings. Additionally, our business and its ability to generate revenue may be affected by reductions in customer spending and investing from time to time as a result of a number of factors, which may be difficult to predict. We may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. Any of these factors could cause our operating results in a given quarter to be higher or lower than expected, which makes creating accurate forecasts and budgets challenging. As a result, we may fall materially short of our forecasts and expectations, including with respect to our key

21

operating metrics, which could cause our stock price to decline and investors to lose confidence in us, and our business, financial condition, and results of operations could be materially and adversely affected.

Market opportunity estimates and growth forecasts included herein are based on data published by third parties and on internally generated data and assumptions, which are subject to significant uncertainty and limitations and are based on assumptions and estimates that may not prove to be accurate, reliable or complete. We have not independently verified any third-party information and cannot guarantee its accuracy or completeness. While we believe our market size estimates are reasonable, such information is inherently imprecise. Even if the market in which we compete meets the size estimates and growth forecasted herein, our business could fail to grow for a variety of reasons, which would adversely affect our business, results of operations, financial condition and future prospects.

Goodwill and other long-lived assets represent a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations.

As of December 31, 2024, our goodwill was approximately $159.1 million, which represented 48.8% of our total assets. We test goodwill for impairment on an annual basis, or whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Estimates of future revenue and expenses combined with assumptions as to the business climate, industry, and economic conditions can influence our evaluations. These assumptions are subjective and different estimates could have a significant impact on the results of our analyses. We believe that the assumptions and estimates are reasonable based on our current forecasts and outlooks, however, we can make no assurances that future actual operating results will be realized as planned and that there will not be material impairment charges as a result. (For additional information on our goodwill impairment testing, see Note 8, Goodwill, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K . Because of the significance of our goodwill and other long-lived assets, any future impairment of these assets could have a material adverse effect on our results of operations.

Our use of any “open-source” software under restrictive licenses could: (i) adversely affect our ability to license and commercialize certain elements of our proprietary code based on the commercial terms of our choosing; (ii) result in a loss of our trade secrets or other intellectual property rights with respect to certain portions of our proprietary code; and (iii) subject us to litigation and other disputes.

We have incorporated certain third-party “open-source” software (“OSS”) or modified OSS into elements of our proprietary code base in connection with the development of our products and services. In general, this OSS has been incorporated and is used pursuant to ‘permissive’ OSS licenses, which are designed to be compatible with our use and commercialization of our own proprietary code base. However, we have also incorporated and use some OSS under restrictive OSS licenses. Under these restrictive OSS licenses, we could be required to release to the public the source code of certain elements of our proprietary software that: (i) incorporate OSS or modified OSS in a certain manner; and (ii) have been conveyed or distributed to the public, or with which the public interacts. Although we monitor our use of OSS, in addition to the use of OSS that we are aware of, there is a risk that OSS will be inadvertently or impermissibly incorporated into our software, including by our developers or service providers. In some cases, we may be required to ensure that elements of our proprietary software are licensed to the public on the terms set out in the relevant OSS license or at no cost. This could allow competitors to use certain elements of our proprietary software on a relatively unrestricted basis, or develop similar software at a lower cost. In addition, open-source licensors generally do not provide warranties for their open-source software, and the open-source software may contain security vulnerabilities that we must actively manage or patch. It may be necessary for us to commit substantial resources to remediate our use of OSS under restrictive OSS licenses, for example by engineering alternative or work-around code.

There is an increasing number of open-source software license types, and the terms under many of these licenses are unclear or ambiguous, and have not been interpreted by U.S. or foreign courts, and therefore, the potential impact of such licenses on our business is not fully known or predictable. As a result, these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our own proprietary code (and in particular the elements of our proprietary code which incorporates OSS or modified OSS). Furthermore, we could become subject to lawsuits or claims challenging our use of open-source software or compliance with open-source license terms. If unsuccessful in these lawsuits or claims, we could face IP infringement or other liabilities, be required to seek costly licenses from third parties for the continued use of third-party IP, be required to re-engineer elements of our proprietary code base (e.g., for the sake of avoiding third-party IP infringement), discontinue or delay the use of infringing aspects of our

22

proprietary code base (such as if re-engineering is not feasible), or disclose and make generally available, in source code form, certain elements of our proprietary code. Any such re-engineering or other remedial efforts could require significant additional research and development resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts.

More broadly, the use of OSS can give rise to greater risks than the use of commercially acquired software, since open-source licensors usually limit their liability in respect of the use of the OSS, and do not provide support, warranties, indemnifications or other contractual protections regarding the use of the OSS, which would ordinarily be provided in the context of commercially acquired software.

Any of the foregoing could adversely impact the value of certain elements of our proprietary code base, and its ability to enforce its intellectual property rights in such code base against third parties. In turn, this could materially adversely affect our business, financial condition, results of operations and prospects.

We may not be able to adequately obtain, maintain, protect and enforce our proprietary and intellectual property rights in our data or technology.

Our success depends in part on our and our licensors’ success in obtaining and maintaining effective intellectual property protection. We may be unsuccessful in adequately protecting our intellectual property. We may not be able to file, prosecute, maintain, enforce or license all necessary or desirable intellectual property applications at a reasonable cost or in a timely manner, or in all jurisdictions. Any failure to obtain or maintain patent and other intellectual property protection may harm our business, financial condition and results of operations.

We depend on our proprietary technology, intellectual property and services for our success and ability to compete. We rely and expect to continue to rely on a combination of non-disclosure and confidentiality agreements with our employees, consultants and other parties with whom we have relationships and who may have access to confidential or other protectable aspects of our research and development outputs, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. We cannot guarantee employees, consultants, or other parties will comply with confidentiality, non-disclosure, or invention assignment agreements or that such agreements will otherwise be effective in controlling access to and distribution of our products and services, or certain aspects of our products and services, and proprietary information. Additionally, we may be subject to claims from third parties challenging our ownership interest in or inventorship of intellectual property we regard as our own, for example, based on claims that its agreements with employees or consultants obligating them to assign intellectual property to us are ineffective or in conflict with prior or competing contractual obligations to assign inventions to another employer, to a former employer, or to another person or entity. Further, these agreements do not prevent our competitors from independently developing products and services that are substantially equivalent or superior to our products and services. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

Our applications for registration of patents, trademarks and other intellectual property rights may not be approved. Although we enter into non-disclosure and confidentiality agreements with parties in the course of business, any of these parties may breach the agreements and disclose such outputs before a patent application is filed, thereby jeopardizing our ability to seek and obtain patent protection. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions, and under the laws of certain jurisdictions, patents or other intellectual property rights may be unavailable or limited in scope. It is also possible that we will fail to identify patentable aspects of our developments before it is too late to obtain patent protection. In addition, our ability to obtain and maintain valid and enforceable patents depends in part on whether the differences between our inventions and the prior art allow its inventions to be patentable over the prior art.

In addition, we rely substantially upon trademarks to build and maintain the integrity of our brands. Our trademarks or trade names may be challenged, infringed, circumvented, declared unenforceable or determined to be violating or infringing on other intellectual property rights. We may not be able to sufficiently protect or successfully enforce our rights to these trademarks and trade names.

23

Current law may not provide for adequate protection of our data or technology. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our technology, or certain aspects of our technology, or our data may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or technology, or certain aspects of our data or technology, may increase. Further, competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our data and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by our customers or third parties. Litigation has been and may be necessary in the future to enforce our intellectual property rights. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce its intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products and services, impair the functionality of our products and services, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

We may in the future be sued by third parties for various claims including alleged infringement, misappropriation or other violation of proprietary intellectual property rights.

Our success depends, in part, on our ability to operate without infringing, misappropriating or otherwise violating the patents and other proprietary intellectual property rights of third parties. This is generally referred to as having the “freedom to operate.” Because we have only conducted routine searches related to third party patent filings and publications and have not conducted an in-depth freedom to operate search, which is time consuming and costly, we may not be aware of issued patents that a third party might assert are infringed by our current products and services, which could materially impair our ability to commercialize our current or any future products and services. Even if we diligently search third-party intellectual property for potential infringement by our current or any future products and services, we may not successfully find intellectual property that our current or any future products and services may infringe. If we are unable to secure and maintain the freedom to operate, third parties could preclude us from commercializing our current or future products and services. There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in internet-based industries. We may receive communications from third parties, including practicing entities and non-practicing entities, claiming that we have infringed their intellectual property rights.

In addition, we may be sued by third parties for breach of contract, defamation, negligence, unfair competition, or patent, copyright, trademark or other intellectual property infringement, misappropriation or other violation, or claims based on other theories, which may or may not be brought without merit. We could also be subject to claims based upon the content that is accessible from our website and other outlets through links to other websites or information on our website or other outlets supplied by third parties or claims that our alleged collection of information from third-party sites without a license violates certain federal or state laws or website terms of use. We could also be subject to claims that the collection or provision of certain information breached laws or regulations relating to privacy or data protection. The defense and prosecution of intellectual property claims, interference proceedings and related legal and administrative proceedings, both in the United States and internationally, involve complex legal and factual questions. As a result, such proceedings are lengthy, costly and time-consuming, and their outcome is highly uncertain. We may become involved in protracted and expensive litigation in order to determine the enforceability, scope and validity of the proprietary rights of others, or to determine whether we have the freedom to operate with respect to the intellectual property rights of others.

24

If we are found to infringe a third-party’s intellectual property rights, we could be required to obtain a license from such third-party to continue developing and marketing our current and any future products or services. We may also elect to enter into such a license to settle pending or threatened litigation. However, we may not be able to obtain any required license on commercially reasonable terms, or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us and could require us to pay significant royalties and other fees. We could be forced, including by court order, to cease commercializing the infringing products or services. In addition, we could be found liable for monetary damages, which may be significant. If we are found to have willfully infringed a third-party patent, we could be required to pay treble damages and attorneys’ fees. A finding of infringement could prevent us from commercializing our planned products or services in commercially important jurisdictions, or force us to cease some of our business operations, which could harm our business.

Even if we are successful in defending against intellectual property claims, litigation or other legal proceedings relating to such claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities.

Furthermore, our agreements with some of our customers, suppliers or other entities with whom we do business may require us to defend or indemnify these parties to the extent they become involved in infringement claims, including the types of claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be beneficial to our business relationships. If any of these claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers, suppliers or other entities, or may be required to obtain licenses. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products or services. If we are required or agree to defend or indemnify third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, operating results or financial condition.

Additionally, there are potential issues around possible ownership rights in personal data, which is subject to evolving regulatory oversight. As a result of any claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages, or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations, and capabilities of our products and services. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause it to alter our products or services, which could negatively affect our business. Further, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such customers would increase our liability.

Our exposure to risks associated with various claims, including the use of intellectual property, may increase due to acquisitions of other companies. For example, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired company or technology. In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to such acquisition.

We are subject to sanctions, anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, U.S. domestic bribery laws, the United Kingdom Bribery Act and other anti-corruption and anti-money laundering laws in the countries in which we conduct activities. Due to the international scope of our operations, we must comply with these laws in each jurisdiction where we operate. Additionally, many anti-bribery and anti-corruption laws, including the FCPA, have long-arm statutes that can expand the applicability of these laws to our operations worldwide. Accordingly, we must incur significant operational costs to support our ongoing compliance with anti-bribery and anti-corruption laws at all levels of our business. If we fail to comply with these laws, we may be subject to significant penalties. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees and their third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to

25

recipients in the public or private sector. As we increase our international and public sector sales and businesses, we may engage with business partners and third-party intermediaries to market our products and services and to obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries and our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, we cannot guarantee that all of our employees and agents will comply with our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase.

Detecting, investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition and results of operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We may be exposed to fluctuations in foreign currency exchange rates that could adversely impact our results of operations.

Our international sales are generally denominated in foreign currencies, and these revenues could be materially affected by currency fluctuations as we expand our international operations. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our results of operations may be impacted by transaction gains or losses related to revaluing certain monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Moreover, significant and unforeseen changes in foreign currency exchange rates may cause us to fail to achieve our stated projections for revenues and operating income, which could have an adverse effect on our stock price. We will continue to experience fluctuations in foreign currency exchange rates, which, if material, may harm our revenues or results of operations as we expand our international operations.

We have entered into certain licensing agreements and other strategic relationships with third parties. These agreements and relationships may not continue and we may not be successful in entering into other similar agreements and relationships. If we fail to maintain our current licensing agreements or establish new relationships, it could result in loss of revenue and harm our business and financial condition or inability for us to use the intellectual property licensed to us by the applicable third party.

We have licensed certain components of our technologies from third parties and rely upon such licenses, in part, for the successful development and commercialization of certain technologies, products and services. The success of certain of our products and services may depend on maintaining successful relationships with our third-party license partners. If such license agreements were to terminate prematurely or if we breach the terms of any licenses or otherwise fail to maintain such licenses, we may lose the ability to offer certain products and services that use such licenses. If there are no active statements of work, counterparties may have the right to terminate such license agreements for its convenience. In addition, we may need to obtain licenses to additional technologies in the future in order to keep our products and services competitive. If we fail to license or otherwise acquire and maintain necessary technologies, we may not be able to develop new products and services necessary to remain competitive.

We also license our intellectual property for use by third party partners in exchange for payment obligations to us. If any of these license agreements expire or terminate prematurely, we would lose the revenue we receive in connection with such payment obligation. Further, we may, from time to time, elect to enter into exclusive licensing arrangements of portions of our content, which may limit our ability to enter into alternative licensing arrangements that may be more advantageous to us in the future.

26

While we remediated the material weaknesses identified in the prior year in our internal controls over financial reporting, we cannot assure you that additional material weaknesses will not occur in the future. If our internal controls over financial reporting are not effective, we may not be able to accurately report our financial results, or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with the audit of our financial statements for the year ended December 31, 2024, our management team has remediated all material weakness identified in the prior year.

In addition, pursuant to Section 404 and in light of SEC guidance, management is required to report our assessment of internal control over financial reporting, and if FiscalNote continues to be an accelerated filer (who is not eligible to be a smaller reporting company and ceases to be an emerging growth company) or becomes a large accelerated filer, an attestation of the independent registered public accounting firm will also be required. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules, we may need to upgrade our legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff or retain additional outside consultants.

Our risk management processes and procedures may not be effective.

While we have established processes and procedures intended to identify, measure, monitor and control certain types of risk to which we are subject, including liquidity risk, strategic risk, operational risk, cybersecurity risk, and reputational risk, those procedures may not be effective.

Risk is inherent in our business, and therefore, despite our efforts to manage risk, there can be no assurance that we will not sustain unexpected losses. We could incur substantial losses and our business operations could be disrupted to the extent our business model, operational processes, control functions, technological capabilities, risk analyses, and business/product knowledge do not adequately identify and manage potential risks associated with our strategic initiatives. There also may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control its risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations.

We operate in competitive markets and may be adversely affected by this competition.

The markets for our products and services are competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of the insights that our products and services deliver, the quality of our competitors’ solutions, customers’ perception of our products and services relative to the value that they deliver, and the quality of our user interfaces and the overall customer experience.

Some of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors may have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and face competition from enterprise information services and legal and regulatory information companies.

Our competitors may be able to adopt new or emerging technologies or address customer requirements more quickly than we can. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past. We may also face increased competition from companies that could pose a threat to our business by providing more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one of their competitors to enhance their products and services. A number

27

of our principal competitors may continue to make acquisitions as a means to improve the competitiveness of their offerings. In order to better serve the needs of our existing customers and to attract new customers, we must continue to:

•enhance and improve our existing products and services (such as by adding new content);

•develop new products and services;

•invest in technology; and

•strategically acquire additional businesses and partner with other businesses in key sectors that will allow us to offer a broader array of products and services.

Our ability to compete successfully is also impacted by the growing availability of information from government information systems and other free sources, as well as competitors who aggressively market their products as a lower cost alternative. See “—Increased accessibility to free or relatively inexpensive information sources that offer comparable value to customers may reduce demand for our products and services.” Because some of our competitors may be able to offer products and services that may be more cost effective than ours, including through the provision of price incentives for new customers, and because some of our competitors’ products and services may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could preempt use of our products or services. Competition from such free or lower cost sources may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments in the future, we may lose customers and our financial results may be adversely affected. In addition, implementation of annual price increases by us from time to time may also, in some cases, cause customers to use lower-cost competitors.

Changes in tax laws or regulations in the various tax jurisdictions to which we are subject that are applied adversely to us or our customers could increase the costs of our products and services and harm our business.

New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time. Those enactments could harm our domestic and international business operations and our business, results of operations, and financial condition. Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us. These events could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future paying customers may elect not to purchase our products and services in the future. Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating, and other costs, as well as the costs of our products and services. Further, these events could decrease the capital we have available to operate our business. Any or all of these events could harm our business, results of operations and financial condition.

The application of U.S. federal, state, local, and international tax laws to services provided electronically is continually evolving. Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted or applied adversely to us, possibly with retroactive effect, which could require us or our paying customers to pay additional tax amounts, as well as require us or our paying customers to pay fines or penalties, as well as interest for past amounts. If we are unsuccessful in collecting such taxes due from our paying customers, we could be held liable for such costs, thereby adversely affecting our results of operations and harming our business.

As a company with international operations, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could harm our liquidity and results of operations. In addition, authorities in these jurisdictions could review our tax returns and impose additional tax, interest, and penalties, and they could claim that various withholding requirements apply to us or assert that benefits of tax treaties are not available to us, any of which could harm us and our results of operations.

28

Information Technology and Data Risks

Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks.

We implement measures to protect sensitive and personal data in accordance with our contracts, data protection laws and consumer laws. However, we may be subject to data breaches involving factors beyond our control, including data breach incidents suffered by third parties with which we contract or interact. Any technical problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers may experience outages or other problems that would result in their systems being offline and inaccessible, which could materially impact our business and operations.

The secure processing, storage, maintenance and transmission of critical customer and business information are vital to our operations and our business strategy, and although we devote significant resources to protecting such information and take what we believe to be reasonable and appropriate measures to protect sensitive information from compromises such as unauthorized access, disclosure, or modification or lack of availability, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Although we maintain, and are in the process of improving, internal access control mechanisms and other security measures to ensure secure and appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including our employees, contractors and consultants, these mechanisms may not be entirely effective or fully complied with internally. We may in the future identify data protection issues requiring remediation and updates to our data security measures and compliance functions. Any misappropriation of sensitive information could harm our relationship with customers and cause us to incur financial liability and reputational harm. If any person, including any of our employees, improperly breaches our network security or otherwise mismanages or misappropriates sensitive data, we could be subject to regulatory actions and significant fines or lawsuits for breaching contractual confidentiality or data protection provisions, which could result in negative publicity, legal liability, loss of customers and damage to our reputation.

Because the techniques used by an individual or a group to obtain unauthorized access, make unwarranted alteration to our data, disable or degrade services, or sabotage systems are often complex, not easily recognizable and evasive, We may not be able to anticipate these techniques and implement adequate preventative measures. Such individuals or groups may be able to circumvent our security measures (including, but not limited to, through the deployment of harmful phishing attacks, malware infection, ransomware, system intrusion, misuse of systems, website defacement, social engineering and denial of service attacks) and may improperly access or misappropriate confidential, proprietary, or sensitive information held by us or on our behalf , disrupt our operations, damage our computers, or otherwise damage our business. Although we have developed or deployed systems and processes that are designed to protect our servers, platform and data, including sensitive data, we cannot guarantee that such measures will be effective at all times. Our efforts may be hindered due to, for example:

•government surveillance, regulatory requirements or other external events;

•software bugs or other technical errors or issues;

•errors or misconduct of employees, contractors or others;

29

•the rapidly evolving threat landscape; and

•inadequate or failed internal processes or business practice.

While we are investing significant resources to protect against or remediate cybersecurity threats or breaches, or to mitigate the impact of any breaches or threats, we may still be subject to potential liability in connection therewith. Actual or perceived breaches of our security could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. We maintain errors, omissions, and cyber liability insurance policies covering certain security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Any of the foregoing could subject us to fines, scrutiny and legal actions, which could materially and adversely affect our business, financial condition, results of operations and prospects.

We depend on third parties for data, information and other services, and our ability to serve our customers could be adversely impacted if such third parties fail to fulfill their obligations, if we are unable to effectively manage and minimize errors, failures, interruptions or delays caused by third parties or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

Interruptions or delays in services from third parties, including providers of datasets relevant to our products, data center hosting facilities, internet infrastructure, cloud computing platform providers, and other hardware and software vendors, or our inability to adequately plan for and manage service interruptions or infrastructure capacity requirements, could impair the delivery of our services and harm its business.

We currently serve our customers through the use of third-party data center hosting facilities and cloud computing platform providers. Damage to, or failure of, these systems, or systems upon which they depend such as internet infrastructure, could cause interruptions in our services. We have occasionally experienced interruptions in our services and such interruptions may occur in the future. Such interruptions may cause customers to terminate their subscriptions, and adversely affect our customer renewal and upgrade performance and our ability to attract new customers, all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our services are unreliable.

We do not control the operation of third-party facilities, and they may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct, as well as local administrative actions, changes to legal or permitting requirements, and litigation to stop, limit, or delay operation. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in our services.

These hardware, software, data, and cloud computing systems may not continue to be available at reasonable prices, on commercially reasonable terms, or at all. Any loss of the right to use any of these hardware, software, or cloud computing systems could significantly increase our expenses and otherwise result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license, and integrated into our services.

Technical problems or disruptions affecting customers’ access to our services, or the software, internal applications, databases, and network systems underlying our services, could damage our reputation and brands and lead to reduced demand for our products and services, lower revenues, and increased costs.

Our business, brands, reputation, and ability to attract and retain users and customers depend upon the satisfactory performance, reliability, and availability of our products and services, which in turn depend upon the availability of the internet and our service providers. Interruptions in these systems, whether due to system failures, computer viruses, software errors, physical or electronic break-ins, or malicious hacks or attacks on our systems (such as denial of service attacks), could affect the security and availability of our products and services on its websites and prevent or inhibit the ability of

30

users to access our products and services. In addition, the software, internal applications, and systems underlying our products and services are complex and may not be error-free. We may encounter technical problems when it attempts to enhance its products, services and systems. Any inefficiencies, errors, or technical problems with our systems could reduce the quality of our products and services or interfere with our customers’ use of its products and services, which could reduce demand, lower our revenues, and increase our costs.

Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, security breaches, computer viruses, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, earthquakes, and similar events. The occurrence of any of the foregoing events could result in damage to or failure of our systems. These risks may be heightened for operations at facilities outside of our direct control, and the majority of the communications, network, and computer hardware used to operate the cloud for our platforms are located at facilities maintained by Amazon, Google and Salesforce, among others, which we do not own or control.

Risks Related to the Ownership of Our Class A Common Stock

Our Co-Founders hold shares of FiscalNote Class B Common Stock, entitled to twenty-five (25) votes per share, which limits or precludes other stockholders’ ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to our organizational documents and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

Our Class B Common Stock have twenty-five (25) votes per share, and our Class A Common Stock have one vote per share. Mr. Tim Hwang, our Executive Chairman and Co-Founder, and Mr. Gerald Yao, our Co-Founder, Chief Strategy Officer and Global Head of ESG (together our “Co-Founders”), together hold all of the issued and outstanding shares of our Class B Common Stock, which represent 5.5% our common stock as of December 31, 2024. Accordingly, as of December 31, 2024 where a majority or plurality vote is required, as applicable, Mr. Hwang holds 50.8% of the voting power of our outstanding common stock and Mr. Yao holds 8.4% of the voting power of our outstanding common stock. Therefore, our Co-Founders will be able to determine the outcome of matters submitted to our stockholders for approval, including the election of directors (which requires only a plurality vote), amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Our Co-Founders would cease to hold a majority of the voting power of our outstanding common stock if they disposed of shares of Class B Common Stock representing approximately 1.7% of our outstanding common stock, in transactions other than Permitted Transfers as defined in our certificate of incorporation (“Charter”), assuming no other issuances of either Class A or Class B Common Stock have occurred since December 31, 2024 and prior to such dispositions. Our Co-Founders, individually or together, may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A Common Stock. Any future issuance of Class B Common Stock may be dilutive to holders of Class A Common Stock. For information about our dual-class structure, see Note 10, Stockholders' Equity, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

We are a “controlled company” under NYSE rules, and as a result, our stockholders may not have certain corporate protections that are available to stockholders of companies that are not controlled companies.

As a result of our dual-class structure, our Co-Founders control a majority of the voting power of our outstanding capital stock therefore we are a "controlled company" under NYSE rules. As a controlled company, we are exempt from certain corporate governance requirements, including those that would otherwise require our board of directors (“Board”) to have a majority of independent directors and its compensation and nominating and governance committees to be comprised entirely of independent directors, have written charters addressing such committee’s purpose and responsibilities and perform an annual evaluation of such committee. While we do not presently intend to rely on these exemptions, we may opt to utilize these exemptions in the future as long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

31

The NYSE may delist our Class A Common Stock if we fail to comply with ongoing listing standards.

On November 25, 2024, the Company received notice from the NYSE stating that it concluded that the Company was not in compliance with Rule 802.01C of the NYSE’s continued listing requirements (the “NYSE Notification”), since as of November 20, 2024, the 30-trading day average closing price of the Company’s shares of Class A common stock had fallen below $1.00 per share over a consecutive 30 trading-day period. The Company subsequently regained compliance with such listing standard through ordinary course stock price appreciation over time. However, we may in the future not comply with the continued listing requirements of NYSE, may receive a NYSE Notification and subsequently have our Class A Common Stock subject to delisting by the NYSE or be required to take other remedial action.

Sales of a substantial number of our Class A Common Stock into the public market or the perception that such sales might occur, could cause the market price of our Class A Common Stock to decline. Additionally, the issuance of additional shares of our Class A Common Stock will dilute our other stockholders.

Sales of a substantial number of shares of our Common Stock into the public market or the perception that such sales might occur, could cause the market price of our Class A Common Stock to decline and may make it more difficult for you to sell your Class A Common Stock at a time and price that you deem appropriate.

Sales of our common stock following the expiration of the lock-up periods or pursuant to exercise of registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the trading price of our common stock to fall and make it more difficult for you to sell shares of our common stock at a time and price that you deem appropriate.

As previously disclosed, we have issued EGT 11 LLC (“EGT 11”) senior subordinated convertible notes (the “ERA Notes”) in the aggregate principal amount $5.8 million (the “Principal Amount”) which are convertible into shares of Class A Common Stock (the “EGT Underlying Shares”) and in connection therewith, we issued 2,596,050 Class A Common Stock to EGT 11 (the “Fee Shares”) and issued 300,000 shares of Class A Common Stock to a broker (the “Broker Shares”) to facilitate the liquidation of Fee Shares and Underlying Shares. If the sale of Underlying Shares and Fee Shares do not generate cash proceeds equal to 145% of the Principal Amount, we will be required to issue additional shares of Class A Common Stock to EGT 11 (the “EGT Additional Shares”). In addition, on June 30, 2023 the Company issued the GPO Convertible Note which requires us to satisfy the interest payable thereunder in cash or freely tradeable shares of our Class A Common Stock at our option (the “GPO Shares”).

Also as previously disclosed, we amended certain Convertible Notes in an aggregate principal amount of $10.9 million to provide the Company the option to convert such Convertible Notes into shares of Class A Common Stock (the “Legacy Underlying Shares” and, together with the EGT Underlying Shares, the “Underlying Shares”), subject to certain limitations. In connection therewith, the Company agreed to issue additional shares of Class A Common Stock to such noteholders (the “Legacy Additional Shares,” and together with the EGT Additional Shares, the “Additional Shares”) to the extent that sales of the Legacy Underlying Shares do not generate net cash proceeds equal to the aggregate outstanding principal amount of such Convertible Notes plus (a) all interest that would accrue under the Convertible Notes through the maturity date and (b) all brokerage fees, costs and expenses in selling the Legacy Underlying Shares. In addition, in the event that such amount of cash proceeds are not generated prior to a certain date, the Company may be required to further issue additional shares by the extended maturity date of the Convertible Notes (the “Extended Maturity Date Shares”) in certain circumstances.

The issuance of the Underlying Shares, Fee Shares, Additional Shares, Broker Shares, GPO Shares and Extended Maturity Date Shares may cause stockholders to experience significant dilution of their ownership interests and cause the market price of our Class A Common Stock to decline. In addition, we may be required to issue additional shares of Class A Common Stock in the future to satisfy certain financial covenants under the Senior Term Loan that may result in dilution to all stockholders.

32

The Warrants may never be in the money, and may expire worthless.

The effective exercise price of the Warrants is $7.32 per share. We believe the likelihood that warrant holders will exercise the Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our shares of Class A Common Stock is less than $7.32 per share, we believe holders of the Warrants will be unlikely to exercise their Warrants. On December 31, 2024, the closing price of our Class A Common Stock on the NYSE was $1.07 per share. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and we may receive no proceeds from the exercise of the Warrants.

We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives and corporate governance practices.

We became a public company following the consummation of the Business Combination, and as such incur significant legal, accounting and other expenses that Legacy FiscalNote (the FiscalNote entity from founding in 2013 through its public offering in 2022) did not incur as a private company, which we expect to further increase once we no longer qualify as an “emerging growth company". We are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of the NYSE, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increased our historical legal and financial compliance costs and have made some activities more time-consuming and costly, such as attracting and retaining qualified members of our Board as compared to Legacy FiscalNote as a private company.

We may need to hire additional accounting and finance staff or engage outside consultants with public company experience and technical accounting knowledge, and maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation costs if we decide to pay cash compensation comparable to other publicly-listed companies, which would increase our general and administrative expenses and could adversely affect our profitability. We are evaluating these rules and regulations and related matters, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A Common Stock, our stock price and trading volume could decline.

The trading market for our Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about it or its business. We do not control these analysts. If any of the analysts who cover us downgrade our Class A Common Stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our Class A Common Stock may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our Class A Common Stock to decline and our Class A Common Stock to be less liquid.

Should the price or trading volume of our Class A Common Stock decline, it could indicate an impairment of our assets.

We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock.

Our certificate of incorporation authorizes us to issue, without the approval of its stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over our Class A Common Stock respecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or

33

liquidation preferences we might assign to holders of preferred stock could affect the residual value of our Class A Common Stock.

We do not plan to pay dividends in the foreseeable future.

We likely will continue to operate at a loss in the foreseeable future, and will retain most, if not all, of its available funds and any future earnings to fund the development and growth of our business. As a result, we do not plan to pay any cash dividends in the foreseeable future.

Our Board has discretion as to whether to distribute dividends. Even if the Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board. Accordingly, you may need to rely on sales of our Class A Common Stock after price appreciation as the only way to realize any future gains on your investment. However, our Class A Common Stock may not appreciate in value or the market price thereof may decline.

Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or other stockholders.

Our Charter provides that, unless we consent in writing to the selection of an alternative forum, any (i) derivative action or proceeding brought on its behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any of our current or former director, officer, other employee or stockholder (iii) action asserting a claim against us arising pursuant to any provision of the Delaware General Corporate Law (DGCL), our Charter or our Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (iv) action to interpret, apply, enforce or determine the validity of any provisions of our Charter or our Bylaws, or (v) action asserting a claim governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction thereof, the federal district court or other state courts of the State of Delaware. Notwithstanding the foregoing, the federal district courts of the United States will be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act, and the foregoing exclusive forum provisions of our Charter will not apply to claims arising under the Exchange Act or other federal securities laws for which there is exclusive federal jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provision in our Charter.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with us or our directors, officers, other stockholders, or employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Charter inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and Board.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

As a company, we devote significant resources to cybersecurity and risk management processes in order to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity risk management program is led primarily by our Vice President - Cybersecurity & DevOps, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification. The information security team works cross-functionally, with significant involvement from other members of senior management and oversight by the Board.

34

The information security team is responsible for, among other matters:

•designing, implementing and periodically assessing our cybersecurity safeguards and related policies and procedures, including those pertaining to encryption standards, antivirus protection, remote access, multi-factor authentication, data classification, device management, and the use of the internet, social media, email and wireless devices;

•monitoring current and emerging cybersecurity threats to which the business may become exposed; and

•providing oversight of risks of cybersecurity threats associated with our use of third-party service providers, including reviewing such engagements when proposed in order to identify and assess risks potentially arising therefrom.

In addition, the information security team is responsible for obtaining and maintaining Service Organization Control Type 2 ("SOC-2") certification for the Company’s product portfolio. The Company has obtained SOC-2 certification for many of its products, which subjects those products to an annual compliance audit conducted by a third party, and we work to include progressively more products within the scope of the audit year over year.

We view cybersecurity as a shared responsibility throughout the Company. At a management level, we have performed tabletop exercises incorporating external resources, advisors and relevant members of the Board as needed. The Company requires all employees to participate in an annual cybersecurity training reviewed by the information security function, and management regularly communicates with employees about potential cybersecurity risks and methods for reporting incidents. The Company has adopted and maintains an Incident Response Plan, which provides for various methods of reporting and escalation of incidents, activation of an incident response team consisting of relevant cross-functional leaders (e.g., legal, information security, operations), assessment of the severity of incidents, processes for investigating and remediating incidents and compliance with related legal and regulatory obligations, among other matters. The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters. Cybersecurity risk is among the risks monitored by the ERM program, which establishes an annual cadence for identifying material risks facing the Company, as well as quarterly reporting to the Audit Committee on the severity of each such risk and mitigation measures being implemented. The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies. The Company’s Incident Response Plan provides for notification of and consultation with the Audit Committee in the event of a cybersecurity incident exceeding specified levels of severity.

We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to, and breaches of, our data and systems, including malware and computer virus attacks. For more information about the cybersecurity risks we face, see the risk factor entitled, “Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition” in Item 1A- Risk Factors - “Information Technology and Data Risks.”

Item 2. Properties.

The Company’s principal executive offices and global headquarters are located in Washington, D.C., and consist of approximately 65,000 square feet of space under a lease that expires on May 31, 2031. We also maintain a presence in a

35

number of other jurisdictions internationally, including Oxford and London, United Kingdom; Brussels, Belgium; Gurugram, India; Singapore; and Sydney, Australia. We use these facilities for research and development, product engineering, sales and marketing, communications, finance, information technology and security, legal, human resources, and other administrative functions. We believe that our existing properties are suitable and adequate for our current needs, and we will continue to assess our facilities requirements as our business grows and operations evolve, including as a result of remote or flexible work arrangements adopted in connection with the COVID-19 pandemic.

Item 3. Legal Proceedings.

From time to time, we may become involved in legal or regulatory proceedings, including intellectual property claims, commercial contract matters or employment-related disputes. Such cases may raise complex factual and legal issues, may subject us to material risks and uncertainties, could require significant management time and corporate resources to defend, could result in significant media coverage and negative publicity, and could be harmful to our reputation and our brand. We are not currently a party to any litigation or regulatory proceeding that we expect to have a material adverse effect on our business, results of operations, financial conditions or cash flows.

Item 4. Mine Safety Disclosures.

Not applicable.

36

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Class A Common Stock and Public Warrants are currently listed on the NYSE under the symbols “NOTE” and “NOTE.WS”, respectively.

Holders

As of March 24, 2025, there were approximately 315 holders of record of our Class A Common Stock, which amount does not include participants of The Depository Trust Company or beneficial owners holding shares of Class A Common Stock or Public Warrants through nominee names, there were two holders of record of our Class B Common Stock, and there were three holders of record of our Private Warrants.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

Unregistered Sales of Equity Securities.

None.

Issuer Purchases of Equity Securities.

The Company had no transactions regarding purchases of common stock during the quarter ended December 31, 2024. The Company does not have any publicly announced plan or programs for share purchases.

Item 6. (Reserved)

37

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information that FiscalNote’s management believes is relevant to an assessment and understanding of FiscalNote’s consolidated results of operations and financial condition. The discussion should be read together with our financial statements and accompanying notes included in Part II, Item 8 of this Annual Report on Form 10-K.

Certain monetary amounts, percentages and other figures included below have been subject to rounding adjustments as amounts are presented in thousands or millions, as the context describes. Monetary amounts are presented in thousands, unless otherwise presented. Percentage amounts included below have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere herein. Certain other amounts that appear below may not sum due to rounding.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below, in the annual consolidated financial statements and related notes included in Part II, Item 8 of this Form 10-K, and in the sections of this report titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing.

Overview

FiscalNote is a leading technology provider of global policy and regulatory intelligence. It delivers critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment. By combining artificial intelligence (AI) technology, other technologies with analytics and workflow tools, FiscalNote provides data and information that enables customers to manage policy change, address regulatory developments, and mitigate policy risk. In its core products, FiscalNote ingests unstructured data on legislative and regulatory developments, and overlays that data with sophisticated in-house AI and data science experts 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. FiscalNote delivers that intelligence through its suite of public policy and issues management products, coupled with expert research and analysis of markets and geopolitical events, as well as powerful tools to manage workflows, advocacy campaigns and constituent relationships.

Business Combination

On the Closing Date, we consummated the transactions contemplated by the Merger Agreement, by and among Old FiscalNote, DSAC, and Merger Sub. Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC. On the Closing Date, and in connection with the Closing, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc."

We accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. While DSAC was the legal acquirer in the Business Combination, because Old FiscalNote was determined as the accounting acquirer, the historical financial statements of Old FiscalNote became the historical financial statements of the combined company, upon the consummation of the Business Combination. Accordingly, New FiscalNote, as the parent company of the combined business, is the successor SEC registrant, meaning that our financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC.

The Business Combination had a significant impact on our reported financial position and results as a result of the reverse recapitalization. The most significant change in our reported financial position and results was an increase in net cash of $65.6 million from gross cash proceeds of $325.0 million, including $114.0 million from the backstop agreement with the sponsor of DSAC, $61.0 million from DSAC’s trust account from its initial public offering, and $150.0 million from the Senior Term Loan (as defined below). Such gross proceeds were offset by $45.2 million transaction costs, which principally consisted of advisory, legal and other professional fees, and were recorded in Additional Paid-in Capital, net of proceeds from the DSAC trust and $3.5 million of debt issuance costs paid out of the proceeds of the Senior Term Loan on

38

the Closing Date, of which $2.8 million was capitalized and $0.7 million included in the loss on debt extinguishment. Cumulative debt repayments, inclusive of accrued but unpaid interest, of $210.7 million were paid in conjunction with the close, which consisted of a $75.3 million repayment of the First Out Term Loan, $61.7 million repayment of the Last Out Term Loan, a $50.0 million payment used to retire the non-converting portion of the Senior Secured Subordinated Promissory Note, a $16.3 million repayment of the 8090 FV Subordinated Promissory Note, and $7.4 million repayment of the 2021 Seller Notes.

In connection with the Business Combination, we recognized a $34.9 million warrant liability on our consolidated balance sheets for the fair value of the public warrants and private placement warrants that were previously issued by DSAC and assumed by New FiscalNote in the Business Combination, along with the additional private placement warrants that were issued upon the closing of the Business Combination. We adjust the liability-classified warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statement of operations. As a result of the recurring fair value measurement, our future financial statements and results of operations may fluctuate quarterly, based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material.

In connection with the Business Combination, we recognized (a) $28.9 million of incremental stock-based compensation charges that consisted of $5.0 million related to certain awards that vested as a result of the Business Combination, $6.2 million related to awards issued to our CEO, COO, and CFO pursuant to their respective employment agreements, and $17.7 million related to the Earnout Awards that may be issued to shareholders and equity award holders that for accounting purposes are treated as compensation awards (See Note 15, Earnings (Loss) Per Share, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K), (b) $45.3 million of loss on debt extinguishment as a result of repayment of certain of our outstanding debt, as well as the conversion of our convertible debt as part of the Business Combination, and (c) $32.1 million interest charge related to the derecognition of the beneficial conversion feature associated with our converted debt.

As a consequence of the Business Combination, we became an SEC-registered and NYSE-listed company, which required us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Upon Closing, we began to incur additional public company expenses for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources.

Factors Impacting the Comparability of Our Operating Results

Acquisitions and Disposals

Acquisitions and disposals affect the comparability of our financial statements from period to period.

On October 31, 2024, we completed the sale of Aicel Technologies business ("Aicel") for $9.7 million comprising of $8.5 million of cash and the assumption of an existing convertible note issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1.2 million. The Company recorded a gain of $0.5 million from the sale of Aicel in the fourth quarter of 2024.

On March 11, 2024, we completed the sale of Board.org for a total value of up to $98.9 million, consisting of $90.9 million in cash at closing and a potential earnout opportunity of up to $8.0 million. The Company recorded a gain on of $71.5 million from the sale of Board.org in the first quarter of 2024.

Direct and indirect costs incurred related to the sale of Board.org and Aicel totaled $1.4 million during the year ended December 31, 2024.

On January 27, 2023, we completed the acquisition of Dragonfly for up to $25.2 million (the "2023 Acquisition"), which included a combination of cash, stock, convertible notes and contingent payments. Direct and indirect costs incurred related to our acquisition of Dragonfly totaled $1.4 million during the year ended December 31, 2023.

As a result of our acquisitions since 2021, we have, and will continue to incur, significant non-cash amortization expense related to the amortization of purchased intangibles, which have reduced our operating income by approximately $4.3 million and $11.8 million during the years ended December 31, 2024 and 2023, respectively.

39

On February 21, 2025, we signed an agreement related to the sale of Dragonfly Eye Limited and the Oxford Analytica International Group, LLC, which we closed on March 31, 2025 (see Note 19, Subsequent Events in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details). These businesses contributions to FiscalNote were as follows:

•Subscription revenue of approximately $13.8 million and $12.1 million during the years ended December 31, 2024 and 2023;

•Non-subscription revenue of approximately $3.2 million and $3.4 million during the year ended December 31, 2024 and 2023; and

•ARR of approximately $14.2 million and $12.5 million at December 31, 2024 and 2023.

Product rationalization

From time to time, management reviews the Company’s existing products and services based on their financial profile and other strategic factors. In connection with such reviews, management decided to cease actively selling and therefore sunset certain non-core products, representing, in aggregate:

•Subscription revenue of approximately $0.5 million and $1.0 million during the years ended December 31, 2024 and 2023; and

•Non-subscription advisory revenue of approximately $3.0 million during the year ended December 31, 2023 (no corresponding revenue during the year ended December 31, 2024).

We continue to invest for future growth. We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent markets and deepening our offerings for regulated industries or sectors, and continuing to execute on our acquisition strategy. Several of these growth drivers require investment in and refinement of our go-to-market approach and, as a result, we may continue to incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses specific to subscription revenue.

We plan to invest a portion of the available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market which will allow us to drive growth organically. We evaluate acquisitions and investment opportunities in complementary businesses to supplement our existing platform, enable us to enter new markets and ensure that we are well positioned to provide critical insights to the regulated sectors of the future. Past acquisitions have enabled us to deliver innovative solutions in new categories and enhance the functionality of our existing products. Strategic acquisitions may be a component of our growth strategy in the future.

Key Performance Indicators

In addition to our GAAP results further described and discussed below in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we monitor the following key performance indicators to evaluate growth trends, prepare financial projections, make strategic decisions, and measure the effectiveness of our sales and marketing efforts. Our management team assesses our performance based on these key performance indicators because it believes they reflect the underlying trends and indicators of our business and serve as meaningful indicators of our continuous operational performance.

Annual Recurring Revenue (“ARR”)

Over 90% of our revenues are subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for subsequent periods. We use ARR as a measure of our revenue trend and an indicator of our future revenue opportunity from existing recurring subscription customer contracts. We calculate ARR on a parent account level by annualizing the contracted subscription revenue, and our total ARR as of the end of a period is the aggregate thereof. ARR is not adjusted for the impact of any known or projected future customer cancellations, upgrades or downgrades, or price increases or decreases. The amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to timing of the revenue bookings during the period, cancellations, upgrades, or downgrades and pending renewals. ARR

40

should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.

Our ARR at December 31, 2024 and December 31, 2023 was $107.5 million and $126.1 million, respectively. ARR at December 31, 2024 and December 31, 2023, excluding products we discontinued in 2023, and the impact of the sale of Board.org, Aicel, Oxford Analytica, and Dragonfly, was $93.3 million and $96.5 million, respectively.

Net Revenue Retention (“NRR”)

Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at our parent account level. Customers from acquisitions are not included in NRR until they have been part of our condensed consolidated results for 12 months. Accordingly, the 2023 Acquisition was not included in our NRR for the year ended December 31, 2023. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. Our quarterly NRR for the last eight quarters follows:

	For the Quarters Ended
	March 31,	June 30,	September 30,	December 31,	March 31,	June 30,	September 30,	December 31,
	2023	2023	2023	2023	2024	2024	2024	2024
Net Revenue Retention	96%	98%	100%	99%	96%	98%	99%	98%

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure. While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures.

Adjusted Gross Profit and Adjusted Gross Profit Margin

We define Adjusted Gross Profit as Total revenue minus cost of revenues, before amortization of capitalized software development costs and acquired developed technology, before impairment of intangible assets that are included in costs of revenues. We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by Total revenues.

We use Adjusted Gross Profit and Adjusted Gross Profit Margin to understand and evaluate our core operating performance and trends. We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue, which are non-cash impacts that may fluctuate for reasons unrelated to overall operating performance.

Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. They should not be considered as replacements for gross profit and gross profit margin, as determined by GAAP, or as measures of our

41

profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes. Adjusted Gross Profit and Adjusted Gross Profit Margin as presented herein are not necessarily comparable to similarly titled measures presented by other companies.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and other items that management believes are not indicative of ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Total Revenue.

We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin in this Annual Report on Form 10-K because these non-GAAP measures are certain key measures used in conjunction with GAAP measures used by the Chief Operating Decision Maker in making decisions to assist management in evaluating our business, measuring our operating performance and making strategic decisions. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful for investors and others in understanding and evaluating our operating results in the same manner as management. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net loss, net loss before income taxes, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate non-GAAP financial measures, which reduces their comparability. Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.

Key Components of Results of Operations

Revenues

We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues account for approximately 92% and 90% of our total revenues for the years ended December 31, 2024 and 2023.

Subscription revenue

Subscription revenues consist of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenues are driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns subscription revenues by licensing to customers its digital content, including transcripts, news and analysis, images, video and podcast data.

Our subscription arrangements generally have contractual terms of 12 months or more and are non-refundable regardless of the actual use of the service. Subscription revenues are recognized ratably over the non-cancellable contract terms beginning on the commencement date of each contract, which is the date our service is first made available to customers.

Advisory, advertising, and other revenue

Advisory revenue is typically earned under contracts for specific deliverables and are non-recurring in nature, although we regularly sell different advisory services to repeat customers. One-time advisory revenues are invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenues are recognized.

Advertising revenue is primarily generated by delivering advertising in our own publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue

42

for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.

Cost of revenues

Cost of revenues primarily consists of expenses related to hosting our service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are our costs related to the preparation of contracted advisory deliverables, as well as costs to develop, publish, print and deliver our publications underlying our books revenue.

Research and development

Research and development expenses include the costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with the creation and testing of the products we offer, related software subscriptions, consulting and contractor fees and allocated overhead.

Sales and marketing

Sales and marketing expenses consist primarily of salaries and related expenses, including bonuses, stock compensation, benefits and other expenses for our sales and marketing staff, including commissions, related software subscriptions, consulting fees, marketing programs and allocated overhead. Marketing programs consist of advertising, events, corporate communications, brand building and product marketing activities.

Editorial

Editorial expenses consist of salaries and related expenses, including bonuses, stock compensation, benefits and other expenses for the editorial team involved in acquiring, creating, and distributing content and allocated overhead.

General and administrative

General and administrative expenses are primarily related to our executive offices, finance and accounting, human resources, legal, internal operations and other corporate functions. These expenses consist of salaries and related expenses, including bonuses, stock compensation, benefits and other expenses, along with professional fees, depreciation and other allocated overhead.

Amortization of intangible assets

Amortization expense relates to our finite-lived intangible assets, including developed technology, customer relationship, databases and tradenames. These assets are amortized over periods of between three and twenty years. Finite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value. During the year ended December 31, 2024 no impairment of intangible assets has been identified in our accompanying audited consolidated financial statements. During the year ended December 31, 2023 an impairment of intangible assets of $6,223 has been identified and recorded.

Transaction costs, net

Transaction costs consist of acquisition related costs (including due diligence, accounting, legal, and other professional fees, incurred from acquisition activity), fair value adjustments to contingent consideration due to sellers, and non-capitalizable costs.

Interest expense, net

Interest expense, net, consists of expense related to interest on our borrowings, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments.

43

Change in fair value of financial instruments

The fair value of financial instruments are accounted for in accordance with ASC 815 and ASC 480. The warrant and derivative liabilities are marked to market each reporting period in accordance with ASC 820 with all gains and losses being recorded within the consolidated statement of operations and comprehensive income (loss).

Income taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence.

Results of Operations

Discussion of Significant Items Affecting the Consolidated Results for the Years ended December 31, 2024 and 2023

Year Ended December 31, 2024

During the year ended December 31, 2024 the Company recorded a gain on sale of businesses totaling $72.0 million from the sale of Board.org and Aicel. The majority of the proceeds from those sales were used to repay principal balances from the Company's Senior Term Loan and prepayment and exit fees.

Year Ended December 31, 2023

During the year ended December 31, 2023 the Company recognized several non-cash items including, a non-cash charge of $32.1 million from the impairment of goodwill and other long-lived assets, $16.0 million gain related to the mark-to-market of the public and private warrants liability and debt liabilities that the Company is required to fair value at each reporting date, and an additional non-cash loss on settlement with GPO of $3.5 million.

44

The Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

The following table presents our results of operations for the periods indicated:

	Year Ended December 31,						Change
(In thousands)	2024			2023			$			%
Revenues:
Subscription	$	111,073		$	119,082		$	(8,009	)		(7	)%
Advisory, advertising, and other		9,193			13,563			(4,370	)		(32	)%
Total revenues		120,266			132,645			(12,379	)		(9	)%
Operating expenses: (1)
Cost of revenues		25,639			40,251			(14,612	)		(36	)%
Research and development		12,828			18,186			(5,358	)		(29	)%
Sales and marketing		35,055			45,722			(10,667	)		(23	)%
Editorial		18,528			17,869			659			4	%
General and administrative		50,236			65,550			(15,314	)		(23	)%
Amortization of intangible assets		9,925			11,509			(1,584	)		(14	)%
Impairment of goodwill and intangible assets		-			32,064			(32,064	)	NM
Transaction (gains) costs, net		(4	)		(767	)		763			(99	)%
Total operating expenses		152,207			230,384			(78,177	)		(34	)%
Operating loss		(31,941	)		(97,739	)		65,798			(67	)%
Gain on sales of businesses		(72,017	)		-			(72,017	)	NM
Interest expense, net		23,589			29,940			(6,351	)		(21	)%
Change in fair value of financial instruments		6,408			(15,983	)		22,391			(140	)%
Loss on settlement		-			3,474			(3,474	)		(100	)%
Other expense, net		26			68			(42	)		(62	)%
Net income (loss) before income taxes		10,053			(115,238	)		125,291			(109	)%
Provision from income taxes		536			223			313			140	%
Net income (loss)	$	9,517		$	(115,461	)	$	124,978			(108	)%
(1) Amounts include stock-based compensation expenses, as follows:
	Year Ended December 31,						Change
	2024			2023			$			%
Cost of revenues	$	412		$	283		$	129			46	%
Research and development		1,554			1,384			170			12	%
Sales and marketing		1,567			2,057			(490	)		-24	%
Editorial		687			400			287			72	%
General and administrative		13,729			22,933			(9,204	)		(40	)%

Revenue:

Subscription Revenue

Subscription revenue of $111.1 million for the year ended December 31, 2024 decreased $8.0 million, or 7%, from $119.1 million for the year ended December 31, 2023. The following table presents the drivers for the change in Subscription revenue:

45

	Change for the Year Ended
	December 31, 2024 vs December 31, 2023
(In thousands)	$			%
Subscription Revenue change driver:
Decrease from sale of businesses	$	(10,503	)		(70	)%
Increase from 2023 Acquisition	$	1,478			22	%
Decrease from discontinued products		(530	)		(52	)%
Increase from organic business		1,546			2	%
Subscription Revenues, net (total change)	$	(8,009	)		(7	)%

Advisory, Advertising, and Other Revenue

Advisory, advertising, and other revenue was $9.2 million for the year ended December 31, 2024, as compared to $13.6 million for the year ended December 31, 2023. The decrease of $4.4 million, or 32%, was primarily due largely to the discontinuation of unprofitable offerings that contributed approximately $2.2 million of revenue during the year ended December 31, 2023 combined with the decrease of $0.6 million from the sale of businesses.

Revenue by Geography

The below tables present our revenues split by geographic region for the periods presented:

	Year Ended December 31,				Change
(In thousands)	2024		2023		$			%
North America	$	95,503	$	107,108	$	(11,605	)		-11	%
Europe		21,792		19,749		2,043			10	%
Australia		1,276		1,193		83			7	%
Asia		1,695		4,595		(2,900	)		-63	%
Total revenues	$	120,266		132,645	$	(12,379	)		-9	%

Revenues by geography are determined based on the region of the FiscalNote contracting entity, which may be different than the region of the customer. North American and Asia revenues decreased primarily for the reasons stated above.

Cost of revenues

Cost of revenues was $25.6 million for the year ended December 31, 2024, as compared to $40.3 million for the year ended December 31, 2023. The decrease of $14.6 million, or 36%, was primarily attributable to $5.9 million to the sale of Board.org and Aicel combined with the discontinuation of unprofitable offerings that were recognized during the year ended December 31, 2023, a decrease in amortization expense of $6.7 million, of which $3.9 million was recognized in 2023 related to a revision in the useful lives of certain of its developed technology assets, a decrease from workforce planning actions made primarily throughout the second half of 2023, and combined with decreases in data center costs of $0.7 million.

Research and development

Research and development expense was $12.8 million for the year ended December 31, 2024 as compared to $18.2 million for the year ended December 31, 2023. The decrease of $5.4 million, or 29%, was primarily attributable to a decrease of $5.0 million of workplace planning actions made through the second half of 2023 combined with a decrease from the sale of Board.org and Aicel.

Sales and marketing

Sales and marketing expense was $35.1 million for the year ended December 31, 2024 as compared to $45.7 million for the year ended December 31, 2023. The decrease of $10.7 million, or 23%, was primarily attributable to a decrease of the workforce planning actions made throughout the second half of 2023 combined with a decrease attributable from the sale of Board.org and Aicel.

Editorial expense

Editorial expense was relatively flat at $18.5 million for the year ended December 31, 2024 as compared to $17.9 million for the year ended December 31, 2023.

46

General and administrative

General and administrative expense was $50.2 million for the year ended December 31, 2024 as compared to $65.6 million for the year ended December 31, 2023. The decrease of $15.3 million, or 23%, was primarily attributable to a $9.2 million decrease in stock-based compensation expense for vested awards and workforce planning actions made throughout the second half of 2023.

Amortization of intangibles

Amortization of intangibles was $9.9 million for the year ended December 31, 2024 as compared to $11.5 million for the year ended December 31, 2023. The decrease of $1.6 million, or 14%, is due to the revision of useful lives of certain developed technologies that resulted in additional amortization in 2023.

Transaction costs, net

Transaction gains were $0.0 million for the year ended December 31, 2024, as compared to transaction gains of $0.8 million for the year ended December 31, 2023. The change of $0.8 million is primarily relates to $1.4 million transaction costs related to the acquisition of Dragonfly in 2023 and non-capitalized costs related to the Business Combination, partially offset by contingent compensation gains from the reversal of previously recognized expense and earnout liabilities.

Interest expense, net

Interest expense was $23.6 million for the year ended December 31, 2024 as compared to $29.9 million for the year ended December 31, 2023. The decrease in interest expense of $6.4 million was primarily due to the repayment of the Senior Term Loan.

Change in fair value of financial instruments

Change in fair value of financial instruments was a $6.4 million loss for the year ended December 31, 2024 as compared to a $16.0 million gain for the year ended December 31, 2023. The change of $22.4 million primarily represents a primarily related to the change in the fair value adjustment of the warrant liabilities that were assumed in connection with the Business Combination combined with the changes in the Dragonfly Seller Convertible Notes, GPO Convertible Note, and the Era Convertible Notes.

Certain Non-GAAP Measures

We present Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin which are non-GAAP financial measures. Our management team assesses our performance based on these non-GAAP measures because it believes they reflect the underlying trends and indicators of our business and serve as meaningful indicators of our continuous operational performance. We believe these measures are useful for investors for the same reasons. Investors should be aware that these measures are not a substitute for GAAP financial measures or disclosures. Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure.

47

Adjusted Gross Profit and Adjusted Gross Profit Margin

The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented:

	Years Ended December 31,
(In thousands)	2024			2023
Total Revenues	$	120,266		$	132,645
Costs of revenue, including amortization of capitalized software development costs and acquired developed technology		(25,639	)		(40,251	)
Gross Profit	$	94,627		$	92,394
Gross Profit Margin		79	%		70	%
Gross Profit		94,627			92,394
Amortization of intangible assets		8,703			15,861
Adjusted Gross Profit	$	103,330		$	108,255
Adjusted Gross Profit Margin		86	%		82	%

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

The following table presents our calculation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the periods presented:

	Years Ended December 31,
(In thousands)	2024			2023
Net income (loss)	$	9,517		$	(115,461	)
Provision from income taxes		536			223
Depreciation and amortization		19,869			28,718
Interest expense, net		23,589			29,940
EBITDA		53,511			(56,580	)
Gain on sale of businesses (a)		(72,017	)		-
Stock-based compensation		17,949			27,057
Change in fair value of financial instruments (b)		6,408			(15,983	)
Other non-cash (gains) charges (c)		100			29,522
Acquisition and disposal related costs (d)		1,599			1,391
Employee severance costs (e)		635			2,039
Non-capitalizable debt raising costs		677			542
Business Combination with DSAC (f)		-			415
Loss contingency (g)		-			4,091
Costs incurred related to the Special Committee (h)		919			-
Adjusted EBITDA	$	9,781		$	(7,506	)
Adjusted EBITDA Margin		8	%		(6	)%

(a)Reflects the gain on disposal from the sale of Board.org on March 11, 2024 and the sale of Aicel on October 31, 2024.

(b)Reflects the non-cash impact from the mark to market adjustments on our financial instruments.

(c)Reflects the non-cash impact of the following for fiscal year 2024: (i) unrealized loss of $49 in the first quarter, $31 in the second quarter, $17 in the third quarter, and $78 in the fourth quarter from our investments; (ii) gain of $4 in the first quarter of 2024 and $113 in the fourth quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisition, (iii) gain of $530 from the release of the COSM grant, and (iv) charge of $572 for fees satisfied with Common Stock of the Company. Reflects the non-cash impact of the following for fiscal year 2023: (i) impairment of goodwill of $5,837 in the first quarter of 2023 and $20,004 in the fourth quarter, (ii) impairment of other long-lived assets of $6,223 in the fourth quarter of 2023, (iii) loss of $34 in the first quarter, loss of $56 in the second quarter, gain of $147 in the third quarter, and gain of $9 in the fourth quarter from our equity method investment, (iv) charge of $2 in the first quarter, charge of $2 in the second quarter, gain of $672 in the third quarter, and gain of $1,905 in the fourth quarter from the change in fair value related to the contingent consideration and contingent compensation related to the Acquisitions; and (v) unrealized loss of $115 in the third quarter and unrealized gain of $18 in the fourth quarter from our investments, respectively.

(d)In 2024 reflects the costs incurred related to the sale of Board.org and Aicel, and the planned sale of Oxford Analytica and Dragonfly, principally consisting of advisory, legal, and other professional and consulting costs. In 2023 reflects the costs incurred to identify, consider, and complete business combination transactions consisting of advisory, legal, and other professional and consulting costs.

(e)Severance costs associated with workforce changes related to business realignment actions.

(f)Includes non-capitalizable transaction costs associated within one year of the Business Combination with DSAC.

48

(g)Reflects (i) $3,474 non-cash loss contingency charge related to the settlement of GPO FN Noteholder LLC recorded in the second quarter of 2023 and (ii) accounting and legal costs incurred associated with the settlement with GPO FN Noteholder LLC totaling $168 in the first quarter of 2023, $248 in the second quarter of 2023, and $201 in the their quarter of 2023. See further discussion in Note 9, Debt and Note 18, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

(h)Reflects costs incurred related to the Special Committee.

49

Liquidity and Capital Resources

Historically the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company funded operations through raising equity and debt, including the receipt of approximately $98.1 million of net cash proceeds from the sale of Board.org and Aicel. At December 31, 2024, the Company’s cash, cash equivalents, restricted cash, and short-term investments was $35.3 million compared to $24.4 million at December 31, 2023.

The Company had a negative working capital balance of $29.3 million (excluding cash and short-term investments) at December 31, 2024 and had an accumulated deficit of $806.9 million and $816.4 million as of December 31, 2024 and December 31, 2023, and has incurred net losses of $62.5 million (excluding the gain on sale of businesses) and $115.5 million for the years ended December 31, 2024 and 2023, respectively. Management expects that on-going operating and capital expenditures may be necessary to continue to implement the Company’s business plan of entering new markets, acquiring new business and technologies, and investing in infrastructure and product development.

On March 31, 2025, the Company closed the sale of its Oxford Analytica and Dragonfly businesses, receiving approximately $40.8 million of cash (inclusive of $0.8 million placed in escrow for the Company's future benefit, subject to adjustment pursuant to the purchase agreement). $27.1 million of the sale proceeds were used to repay principal on our Senior Term Loan and approximately $1.8 million were used for payment of related prepayment and exit fees. In conjunction with the sale of Oxford Analytica and Dragonfly, the Company amended its Senior Term Loan, which, among other things, revised certain of its financial debt covenants. See Note 19, Subsequent Events in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Our ability to maintain our minimum cash requirement, fund our future cash interest requirements under our senior term loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control. The Company has implemented various cost saving measures throughout 2023, 2024 and into 2025 and is actively seeking additional sources of capital. Volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.

Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, convertible debt, and preferred share issuances. Our principal debt outstanding at December 31, 2024 and December 31, 2023 consisted of the following (excluding any debt discounts and fair value adjustments, as applicable):

	As of December 31,
(In thousands)	2024		2023
Senior Term Loan	$	88,595	$	158,228
GPO Convertible Note		50,434		48,575
Convertible Notes		16,165		14,052
Dragonfly Convertible Note		13,030		12,223
Era Convertible Notes		-		5,500
Aicel Convertible Note		-		1,156
PPP Loan		36		144
Total Principal Outstanding	$	168,260	$	239,878

Senior Term Loan

In connection with the Closing of the Business Combination on July 29, 2022, FiscalNote entered into a $150.0 million new senior term loan facility, as amended, (the “Senior Term Loan”) with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “Senior Lenders”). The Senior Term Loan provides for an uncommitted incremental loan facility totaling $100.0 million available upon notice if the Company meets certain financial growth criteria and other customary requirements (the “New Incremental Term Facility”) (collectively the “Senior Credit Facility”). The annual interest of the Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0% per annum and (ii) 9.0% payable monthly, and (b) interest

50

payable in kind component of 1.00% per annum, payable in kind monthly. The Senior Credit Facility will mature on July 29, 2027.

On March 17, 2023, the Company, entered into Amendment No. 1 (“Amendment No. 1”) to the Senior Term Loan dated July 29, 2022. Among other things, Amendment No. 1 provided for the extension of an incremental term loan by one of the lenders to the borrowers under the facility in the principal amount of $6.0 million which was received by the Company on March 31, 2023, on the same terms as the existing term loans (the “Incremental Facility”).

On May 16, 2023, the Company, entered into Amendment No. 2 ("Amendment No. 2") to the Senior Term Loan dated July 29, 2022. Among other things, Amendment No. 2 joined Dragonfly Eye Limited (“Dragonfly”) and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company, as Guarantors under the Senior Term Loan.

On August 3, 2023, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Senior Term Loan dated July 29, 2022. Among other things, Amendment No. 3 provides for: (a) the extension of the July 2023 Deferred Fee from July 29, 2023 to July 29, 2024, (b) the increase of the July 2023 Deferred Fee from $1,734 to $2,034, and (c) increase of the Restatement Date Final Agreement from $7,410 and $8,970 and (d) the revision to the minimum annual recurring revenue and adjusted EBITDA covenants (as both are defined in the Credit Agreement).

In connection with the completion of the sale of Board.org on March 11, 2024, the Company also entered into Amendment No. 4 to the Credit Agreement (the “Amendment No. 4”), pursuant to which, among other things, the lenders consented to the release the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent retirement of $65.7 million of term loans under the Credit Agreement. The Company also made a payment of $1.3 million and $5.8 million of related prepayment and exit fees, respectively. Amendment No. 4 also requires that upon receipt of any earn-out payment pursuant to the equity purchase agreement underlying the sale of Board.org, the Company will prepay outstanding obligations under the Credit Agreement in an amount equal to 70% of the net proceeds received from such earn-out payment, together with a prepayment fee and an exit fee, equal to 5.75% of the amount of such prepayment.

In addition, Amendment No. 4 extended the commencement of amortization payments under the Credit Agreement from August 15, 2025 to August 15, 2026, with such payments to fully amortize the term loans by the maturity date of July 15, 2027. Amendment No. 4 also increased the Company’s minimum liquidity covenant to $22.5 million and modified the Company’s minimum ARR and adjusted EBITDA in order to appropriately reflect the sale of Board.org and the absence of its future contributions to the Company’s overall financial performance and position.

In connection with the completion of the sale of Aicel Technologies on October 31, 2024, the Company repaid $5.0 million of principal.

During the year ended December 31, 2024 we made cash interest payments totaling $14.8 million related to the Senior Term Loan.

The Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. In addition to the negative covenants, there were four financial covenants in place at December 31, 2024: a minimum cash balance requirement, annual recurring revenue requirement, an adjusted EBITDA requirement and a capital expenditure limitation. At December 31, 2024 the Company was in compliance with the minimum cash balance requirement, capital expenditure limitation, an adjusted EBITDA requirement. The Company's annual recurring revenue was below the minimum annual recurring revenue for the period. On March 31, 2025 the Senior Term Loan lenders waived their rights upon default retroactive to December 31, 2024. See Note 19, Subsequent Events, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the Senior Term Loan due and payable the lenders can elect to increase the interest rate by 5.0% per annum.

See also Note 9, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

51

GPO Convertible Note

On June 30, 2023 (the “Subscription Date”), the Company entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “GPO Investor”) pursuant to which (i) the GPO Investor returned 5,881,723 shares of Class A Common Stock held by the Investor to the Company for cancellation, (ii) the Company issued to the GPO Investor a subordinated convertible promissory note in an initial principal amount of $46,794 (the “GPO Convertible Note”), and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the GPO Investor for additional shares or money damages resulting from the entry into the Merger Agreement, relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the GPO Investor. The exchange and settlement are non-cash exchanges in the consolidated statement of cash flows. The before mentioned transactions closed on July 3, 2023.

The GPO Convertible Note will mature on July 3, 2028, unless earlier redeemed or repurchased by the Company or converted in accordance with the terms thereof. The GPO Convertible Note bears interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest was payable in kind by adding interest to the principal amount; and (ii) for any period thereafter, interest will be payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s sole option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest.

The GPO Convertible Note is subordinate to the Company’s obligations under its Senior Term Loan which limits certain actions that the Company and the GPO Investor may take under the GPO Convertible Note. At any time prior to July 3, 2028, the GPO Investor is entitled to convert all or any portion of the principal and accrued interest thereon into shares of Class A Common Stock based on a conversion price of $7.56 (subject to future adjustment pursuant to the terms of the GPO Convertible Note). The GPO Convertible Note is subject to customary anti-dilution adjustments for stock splits and similar transactions and, subject to standard exceptions, weighted average anti-dilution protection. The principal amount, together with accrued interest thereon, is redeemable by the Company in whole or in part based on certain conditions as defined in the GPO Convertible Note. Pursuant to the terms of the GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024, the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, during the year ended December 31, 2024, the Company issued 1,715,292 Class A Common Shares in satisfaction of interest of $1.9 million that accrued from July 1, 2024 through December 31, 2024. The Company expects to satisfy future quarterly interest payments in shares.

The Company elected to account for the GPO Convertible Note using the fair value option. The GPO Convertible Note was recorded at its June 30, 2023 acquisition date fair value of $36.6 million. The Company initially recorded a loss contingency of $11.7 million in its fiscal year 2022 financial statements representing the difference between the fair value of the shares returned by the Investor and the fair value of the GPO Convertible Note on the date of exchange. With the execution of the Exchange and Settlement Agreement and GPO Convertible Note, the Company recorded an additional loss on settlement of $3.5 million in the consolidated statement of operations for the year ended December 31, 2023.

Convertible Notes

Four unsecured convertible noteholders with an aggregate principal amount (including accrued paid in kind interest) of $16.2 million as of the Closing Date of the Business Combination elected not to convert their notes into shares of capital stock of the Company in conjunction with the Closing of the Business Combination. See Note 19, Subsequent Events - Note Exchanges, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of the amendments and exchanges that took place in March 2025.

Dragonfly Seller Convertible Note

On January 27, 2023, we acquired Dragonfly and financed part of the purchase with the issuance of convertible notes. The Dragonfly Convertible Note is subordinate to our Senior Credit Facility, accrues interest of 8% per annum, payable in kind or in cash, and matures in January 2028.

52

Era Convertible Note

On December 8, 2023, we issued a convertible note in connection with the Company's strategic commercial partnership with Era. The First Era Convertible Note was contractually subordinated to the Company's obligations under its senior secured indebtedness, had a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on the six-month anniversary of the issuance date, and had a maturity date of December 8, 2027. The Company elected to account for the First Era Convertible Note using the fair value option. In June 2024, the First Era Convertible Note was repaid in shares, see Note 9, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details.

Second Era Convertible Note

On November 12, 2024, we issued a convertible note in continuation of the Company's strategic commercial partnership with Era. The Second Era Convertible Note was contractually subordinated to the Company's obligations under its senior secured indebtedness, had a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on the six-month anniversary of the issuance date, and had a maturity date of November 12, 2027. In December 2024 the Second Era Convertible Note was repaid in shares, see Note 9, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details.

Aicel Convertible Note

On July 29, 2022, we acquired Aicel Technologies and assumed its $1.0 million convertible note. The Aicel Convertible Note was subordinate to our Senior Credit Facility, accrued interest of 1% per annum, payable in kind monthly, and matured in July 2027. On October 31, 2024, the Aicel Convertible Note was assumed by the buyer as part of the sale of Aicel. See Note 4, Acquisitions and Dispositions in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details.

PPP Loan

The PPP Loan matures in 2025; accordingly it will be paid in full pursuant to its terms.

Capital expenditures

Capital expenditures primarily consist of purchases of capitalized software costs and property and equipment. Our capital expenditures program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment to grow our business. We typically fund our capital expenditures through cash flow from operations and external financing. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. Our total capital expenditures were $8.9 million and $7.9 million for the years ended December 31, 2024 and 2023, respectively.

Cash Flow Summary

The following tables summarizes our cash flows for the periods presented:

	Years Ended December 31,
(In thousands)	2024			2023
Net income (loss)	$	9,517		$	(115,461	)
Net cash (used in) provided by:
Operating activities	$	(5,298	)	$	(35,494	)
Investing activities	$	89,168		$	(20,317	)
Financing activities	$	(71,432	)	$	12,077

Operating activities

Cash used in operating activities consists of net income (loss) adjusted for certain non-cash items including depreciation and amortization, gain on sale of businesses, stock-based compensation, changes in fair value of financial instruments, non-cash interest expense, and loss on settlement, as well as the effect of changes in working capital and other activities.

53

Cash used in operating activities in the year ended December 31, 2024 was $5.3 million, an increase of $30.2 million compared to the year ended December 31, 2023.

Cash used in operating activities in 2024 was driven by net income of $9.5 million, which is adjusted for the exclusion of non-cash expenses and other adjustments totaling $10.9 million, primarily including the gain on sale of businesses of $72.0 million, non-cash and paid-in kind interest expense of $11.0 million, stock-based compensation expense of $17.9 million, a loss due to the change in fair value of financial instruments of $6.4 million, amortization and depreciation of $23.6 million (including the non-cash amortization from deferred costs to obtain revenue contracts) , and other non-cash expenses of $2.1 million and the effect of changes in operating assets and liabilities that resulted in cash outflows of $3.9 million. Cash used by operating activities can be impacted by factors such as timing of cash receipts from customers, vendor payment terms, and timing of payments to vendors.

Cash used in operating activities in 2023 was driven by a net loss of $115.5 million, which is adjusted for the exclusion of non-cash expenses and other adjustments totaling $90.1 million, primarily including impairment of goodwill and other long-lived assets of $32.1 million, non-cash and paid-in kind interest expense of $10.0 million, stock-based compensation expense of $27.1 million, loss on settlement with GPO of $3.5 million, a gain due to the change in fair value of financial instruments of $16.0 million, amortization and depreciation of $32.3 million (including the non-cash amortization from deferred costs to obtain revenue contracts), and other non-cash expenses of $1.1 million and the effect of changes in operating assets and liabilities that resulted in cash outflows of $10.2 million. Cash used by operating activities can be impacted by factors such as new acquisitions, timing of cash receipts from customers, vendor payment terms, and timing of payments to vendors.

Investing activities

Net cash provided by investing activities in the year ended December 31, 2024 was $89.2 million compared to net cash used by investing activities was $20.3 million in the year ended December 31, 2023. Net cash provided by investing activities in the year ended December 31, 2024 primarily consisted of $98.1 million of cash proceeds for the sale of Board.org and Aicel, offset by cash paid for capital expenditures of $8.9 million primarily related to software development costs. Net cash used in investing activities in the year ended December 31, 2023 primarily consisted of cash paid for acquisitions, net of cash acquired of $5.0 million, cash paid for $7.9 million of capital expenditures primarily related to software development costs and purchases of short-term investments of $7.2 million.

Financing activities

Net cash used in financing activities in the year ended December 31, 2024 was $71.4 million, compared to net cash provided by financing activities was $12.1 million for the year ended December 31, 2023. Net cash used in financing activities during the year ended December 31, 2024 primarily consisted of $70.8 million from the principal payments of long-term debt and payment of deferred financing costs of $7.4 million primarily related to repayments on the Senior Term Loan, partially offset by $6.3 million from the issuance of the Era Notes and proceeds of $0.5 million from exercise of stock options and employee stock plan purchases. Net cash provided by financing activities during the year ended December 31, 2023 primarily consisted of $6.0 million from Amendment No. 1 to the Senior Term Loan and $5.5 million from the issuance of the Era Note partially offset by the payments on long-term debt of $0.1 million combined with $0.7 million from the proceeds from the exercise of stock options.

Commitments and Contingencies

Our principal commitments consist of our debt service obligations and leases for office space. For more information regarding our lease obligations, see Note 5, Leases in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. For more information regarding our debt service obligations, see Note 9, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

During the periods presented, we did not engage in any off-balance sheet financing activities or other arrangements that have or are reasonably likely to have a current or future material effect on our financial condition or results of operations.

54

Recently Issued Accounting Pronouncements

For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, refer to Note 1, Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Critical Accounting Estimates and Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that involve a significant level of estimation uncertainty and are reasonably likely to have a material impact on the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 1, Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.

Business Combinations

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

Critical estimates in valuing certain of the intangible assets and goodwill we have acquired are:

•future expected cash flows from subscription and content contracts, other customer contracts and acquired developed technologies, and trade names;

•historical and expected customer attrition rates and anticipated growth in revenue from acquired customers;

•assumptions about the period of time the acquired trade name will continue to be used in our offerings;

•discount rates;

•uncertain tax positions and tax-related valuation allowances assumed;

•fair value of other non-cash consideration; and

•fair value of earnout consideration.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

Goodwill and Intangible Assets

Significant judgment is required to estimate the fair value of our reporting units. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant reporting units for purposes of determining whether there is goodwill impairment. The fair value estimates are based on available historical information and on future expectations. We typically estimate the fair value of these assets using the income method, which is based on the present value of estimated future cash flows attributable to the respective assets. The valuations used to establish and to test goodwill for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, overall growth rates, competitive activities, cost containment and margin progression, Company business plans and the discount rate applied to cash flows.

Goodwill is not amortized, but tested at least annually for impairment. Our ongoing annual impairment testing for goodwill occurs on October 1st. Assumptions used in our impairment evaluations, such as forecasted growth rates and cost of capital, are consistent with internal projections and operating plans. We believe these estimates and assumptions are reasonable and comparable to those that would be used by other marketplace participants. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. For example, future changes in the judgments, assumptions and estimates that are used in our impairment

55

testing for goodwill, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values. In addition, changes to or a failure to achieve business plans or deterioration of macroeconomic conditions could result in reduced cash flows or higher discount rates, leading to a lower valuation that would trigger an impairment of the goodwill of these businesses.

If the fair value of the reporting unit is less than its carrying value, that difference represents an impairment.

Determining the useful life of an intangible asset also requires judgment. Acquired intangible assets (customer relationships, patents and technologies, and tradenames) are expected to have determinable useful lives. Finite-lived intangible assets are amortized to expense over their estimated lives. An impairment assessment for finite-lived intangibles is only required when an event or change in circumstances indicates that the carrying amount of the asset may not be recoverable.

The most significant assumptions utilized in the determination of the estimated fair values of our reporting units are the net sales and earnings growth rates (including residual growth rates) and discount rate. The residual growth rate represents the expected rate at which the reporting units are expected to grow beyond the shorter-term business planning period. The residual growth rate utilized in our fair value estimates is consistent with the reporting unit operating plans and approximates expected long-term market growth rates. The residual growth rate is dependent on overall market growth rates, the competitive environment, inflation, and business activities that impact market share. As a result, the residual growth rate could be adversely impacted by a sustained deceleration in category growth or an increased competitive environment. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other country specific factors.

Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses.

Future sustained depression of our stock price may indicate that a triggering event has occurred that may require us to reassess our goodwill for impairment and may trigger future impairment charges of one or all of our reporting units. Further, changes in operating plans or adverse changes in the business or in the macroeconomic environment in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that would trigger future impairment charges of our reporting units.

See Note 8, Goodwill to the Consolidated Financial Statements for additional discussion on goodwill and goodwill impairment in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Debt instruments measured at fair value

The Company accounts for certain of its debt obligations at fair value. Accordingly, the Company recognizes the debt obligations upon inception at fair value. The debt obligations are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s unaudited consolidated statement of operations. The Company estimates the fair value of the debt obligation using a lattice model.

Warrant Liabilities

The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. The Company recognizes the warrants as liabilities at fair value at each reporting period. The determination of the fair value of the warrant liabilities may require company specific inputs such as stock price volatility and discount rate and are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).

Deferred Taxes and Valuation Allowance

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately

56

depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

Critical Accounting Policy

Revenue Recognition

Subscription revenues are recurring in nature and include subscription fees from customers accessing our company’s cloud-based infrastructure, digital content, transcripts, news and analysis, images, video and podcast data. Advisory, advertising and other revenue includes revenues derived from non-recurring activities where we deliver specific deliverables for clients as well as where we provide advertising in our own publications (Roll Call and CQ) in both print and digital formats, the sale of various publications, and sponsorship revenue for events organized by the Company. Our company’s subscription arrangements are generally non-cancelable and do not contain refund-type provisions. Our company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services.

57

Item 7A. Quantitative and Qualitative Disclosures About Market Risks.

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of inflation risk and fluctuations in interest rates and foreign currency exchange rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Risk

We use the U.S. Dollar ("USD") as our reporting currency. Our local subsidiaries transact generally in their local currency, considered the functional currency for that subsidiary. Our foreign currency exchange rate risk is related to translation of our assets and liabilities from the subsidiaries' functional currencies to USD. These adjustments are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound Sterling and Australian Dollar. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States as well as the European Union, United Kingdom, Australia, South Korea, and India. Our results of operations and cash flows in the future may be adversely affected due to an expansion of non-U.S. dollar denominated contracts, growth of our international entities and changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our cash denominated in foreign currency. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage the risk relating to fluctuations in currency rates.

Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenues, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into USD. Total revenue during the year ended December 31, 2024, was positively impacted by approximately 1.0% compared to the year ended December 31, 2023.

Interest Rate Risk

We are subject to market risk associated with changing interest rates within our variable rate Senior Term Loan. Our exposure to changes in interest rates is associated with the Prime Rate.

As of December 31, 2024, we had outstanding borrowings on our Senior Term Loan of $88.6 million that bears interest at a floating rate based on the Prime Rate plus an applicable margin. At December 31, 2024 the interest on our Senior Term Loan was 12.75%. Assuming no change in the outstanding borrowings on our Senior Term Loan, we estimate that a one percentage point increase in the Prime Rate would increase our annual cash interest expense by approximately $0.9 million on an annual basis.

Inflation Risk

Although we do not believe inflation has had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our business.

58

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of FiscalNote Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FiscalNote Holdings, Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the Company's auditor since 2015.

McLean, Virginia

April 1, 2025

59

FISCALNOTE HOLDINGS, INC.

Consolidated Balance Sheets

(in thousands, except shares, and par value)

	December 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	28,814		$	16,451
Restricted cash		640			849
Short-term investments		5,796			7,134
Accounts receivable, net		13,465			16,931
Costs capitalized to obtain revenue contracts, net		3,016			3,326
Prepaid expenses		2,548			2,593
Other current assets		2,908			2,521
Total current assets		57,187			49,805
Property and equipment, net		5,051			6,141
Capitalized software costs, net		15,099			13,372
Noncurrent costs capitalized to obtain revenue contracts, net		3,197			4,257
Operating lease assets		15,620			17,782
Goodwill		159,061			187,703
Customer relationships, net		41,717			53,917
Database, net		16,147			18,838
Other intangible assets, net		13,018			18,113
Other non-current assets		100			633
Total assets	$	326,197		$	370,561
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt	$	36		$	105
Accounts payable and accrued expenses		8,462			12,909
Deferred revenue, current portion		35,253			43,530
Customer deposits		1,850			3,032
Contingent liabilities from acquisitions, current portion		-			130
Operating lease liabilities, current portion		3,386			3,066
Other current liabilities		2,266			2,878
Total current liabilities		51,253			65,650
Long-term debt, net of current maturities		147,041			222,310
Deferred tax liabilities		1,934			2,178
Deferred revenue, net of current portion		222			875
Operating lease liabilities, net of current portion		22,490			26,162
Public and private warrant liabilities		2,458			4,761
Other non-current liabilities		2,968			5,166
Total liabilities		228,366			327,102
Commitment and contingencies (Note 18)
Stockholders' equity:
Class A Common stock ($0.0001 par value, 1,700,000,000 authorized, 142,794,386 and 121,679,829 issued and outstanding at December 31, 2024 and December 31, 2023, respectively)		14			11
Class B Common stock ($0.0001 par value, 9,000,000 authorized, 8,290,921 issued and outstanding at December 31, 2024 and December 31, 2023, respectively)		1			1
Additional paid-in capital		899,929			860,485
Accumulated other comprehensive income (loss)		4,786			(622	)
Accumulated deficit		(806,899	)		(816,416	)
Total stockholders' equity		97,831			43,459
Total liabilities and stockholders' equity	$	326,197		$	370,561

The accompanying notes are an integral part of these consolidated financial statements.

60

FISCALNOTE HOLDINGS, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except shares and per share data)

	Years Ended December 31,
	2024			2023
Revenues:
Subscription	$	111,073		$	119,082
Advisory, advertising, and other		9,193			13,563
Total revenues		120,266			132,645
Operating expenses: (1)
Cost of revenues		25,639			40,251
Research and development		12,828			18,186
Sales and marketing		35,055			45,722
Editorial		18,528			17,869
General and administrative		50,236			65,550
Amortization of intangible assets		9,925			11,509
Impairment of goodwill and other long-lived assets		-			32,064
Transaction (gains) costs, net		(4	)		(767	)
Total operating expenses		152,207			230,384
Operating loss		(31,941	)		(97,739	)
Gain on sales of businesses (Note 4)		(72,017	)		-
Interest expense, net		23,589			29,940
Change in fair value of financial instruments		6,408			(15,983	)
Loss on settlement		-			3,474
Other expense, net		26			68
Net income (loss) before income taxes		10,053			(115,238	)
Provision from income taxes		536			223
Net income (loss)		9,517			(115,461	)
Other comprehensive (loss) income		(299	)		163
Total comprehensive income (loss)	$	9,218		$	(115,298	)
Net income (loss) used to compute basic and diluted loss per share	$	9,517		$	(115,461	)
Earnings (loss) per share attributable to common shareholders:
Basic and Diluted	$	0.07		$	(0.88	)
Weighted average shares used in computing earnings (loss) per share attributable to common shareholders:
Basic and Diluted		137,280,603			131,400,109

(1) Amounts include stock-based compensation expenses, as follows:

	Years Ended December 31,
	2024		2023
Cost of revenues	$	412	$	283
Research and development		1,554		1,384
Sales and marketing		1,567		2,057
Editorial		687		400
General and administrative		13,729		22,933

The accompanying notes are an integral part of these consolidated financial statements.

61

FISCALNOTE HOLDINGS, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

	Equity
	Common Stock						Additional paid-in capital			Accumulated other comprehensive income (loss)			Accumulated deficit			Total stockholders' equity
	Shares			Amount
Balance at December 31, 2022		131,416,516		$	13		$	846,205		$	(785	)	$	(700,743	)	$	144,690
Adoption of new accounting standard		-			-			-			-			(212	)		(212	)
Issuance of Class A common stock in connection with business acquisitions		1,885,149			-			9,539			-			-			9,539
Issuance of Class A common Stock upon vesting of restricted share units		1,987,641			-			-			-			-			-
Issuance of Class A common Stock under employee stock purchase plan		102,807			-			318			-			-			318
Issuance of Class A common Stock upon settlement of contingent consideration		209,261			-			281			-			-			281
Exercise of stock options		251,099			-			366			-			-			366
Return of common stock		(5,881,723	)	$	(1	)		(21,409	)								(21,410	)
Stock-based compensation expense		-			-			27,057			-			-			27,057
Withholding taxes on net share settlement of stock-based compensation and option exercises		-			-			(1,872	)		-			-			(1,872	)
Net loss		-			-			-			-			(115,461	)		(115,461	)
Foreign currency translation gain		-			-			-			163			-			163
Balance at December 31, 2023		129,970,750		$	12		$	860,485		$	(622	)	$	(816,416	)	$	43,459
Issuance of Class A common Stock upon vesting of restricted share units		3,460,900			1			-			-			-			1
Issuance of Class A common Stock upon exercise of employee stock purchase plan		509,865			-			471			-			-			471
Note conversion		15,428,500			2			19,011			-			-			19,013
Shares issued to satisfy interest on the GPO Convertible Note		1,715,292			-			1,933			-			-			1,933
Exercise of stock options		-			-			3			-			-			3
Stock-based compensation expense		-			-			17,949			-			-			17,949
Withholding taxes on net share settlement of stock-based compensation and option exercises		-			-			77			-			-			77
Change in fair value of debt instruments (Note 10)		-			-			-			5,707						5,707
Net income		-			-			-			-			9,517			9,517
Foreign currency translation loss		-			-			-			(299	)		-			(299	)
Balance at December 31, 2024		151,085,307		$	15		$	899,929		$	4,786		$	(806,899	)	$	97,831

The accompanying notes are an integral part of these consolidated financial statements.

62

FISCALNOTE HOLDINGS, INC.

Consolidated Statements of Cash Flows

(in thousands)

	Years Ended December 31,
	2024			2023
Operating Activities:
Net income (loss)	$	9,517		$	(115,461	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		1,241			1,348
Amortization of intangible assets and capitalized software development costs		18,628			27,369
Amortization of deferred costs to obtain revenue contracts		3,707			3,617
Impairment of goodwill and other long-lived assets		-			32,064
Gain on sale of businesses		(72,017	)		-
Non-cash operating lease expense		2,060			3,264
Stock-based compensation		17,949			27,057
Non-cash earnout benefit		-			(530	)
Loss on settlement		-			3,474
Bad debt expense		148			423
Change in fair value of acquisition contingent consideration		(117	)		(2,043	)
Change in fair value of financial instruments		6,408			(15,983	)
Deferred income tax provision (benefit)		(162	)		72
Paid-in-kind interest, net		7,963			6,060
Other non-cash items		177			32
Non-cash interest expense		3,068			3,919
Changes in operating assets and liabilities:
Accounts receivable, net		1,836			(287	)
Prepaid expenses and other current assets		592			3,421
Costs capitalized to obtain revenue contracts, net		(2,902	)		(4,443	)
Other non-current assets		228			(180	)
Accounts payable and accrued expenses		(1,111	)		(6,426	)
Deferred revenue		1,032			4,123
Customer deposits		(194	)		(198	)
Other current liabilities		(441	)		269
Contingent liabilities from acquisitions, net of current portion		(13	)		(39	)
Lease liabilities		(3,117	)		(6,626	)
Other non-current liabilities		222			210
Net cash used in operating activities		(5,298	)		(35,494	)
Investing Activities:
Capital expenditures		(8,884	)		(7,938	)
Cash proceeds from the sale of businesses, net (Note 4)		98,052			-
Cash paid for business acquisitions, net of cash acquired		-			(5,010	)
Purchase of investments		-			(7,369	)
Net cash provided by (used in) investing activities		89,168			(20,317	)
Financing Activities:
Proceeds from long-term debt, net of issuance costs		6,301			11,500
Principal payments of long-term debt		(70,808	)		(107	)
Payment of deferred financing costs		(7,399	)		-
Proceeds from exercise of stock options and ESPP purchases		474			684
Net cash (used in) provided by financing activities		(71,432	)		12,077
Effects of exchange rates on cash		(284	)		(189	)
Net change in cash, cash equivalents, and restricted cash		12,154			(43,923	)
Cash, cash equivalents, and restricted cash, beginning of period		17,300			61,223
Cash, cash equivalents, and restricted cash, end of period	$	29,454		$	17,300
Supplemental Noncash Investing and Financing Activities:
Issuance of common stock for conversion of debt and interest	$	20,946		$	-
Amounts held in escrow related to the sale of Board.org	$	285		$	-
Issuance of common stock in connection with business acquisitions	$	-		$	9,539
Warrants issued in conjunction with long-term debt issuance	$	-		$	178
Property and equipment purchases in accounts payable	$	88		$	161
Supplemental Cash Flow Activities:
Cash paid for interest	$	14,732		$	20,679
Cash paid for taxes	$	274		$	55

The accompanying notes are an integral part of these consolidated financial statements.

63

FISCALNOTE HOLDINGS, INC.

Notes to the Consolidated Financial Statements

(in thousands, except shares, par value, per share amounts, or as otherwise noted)

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is the leading Software as a Service (SAAS) technology provider of policy and regulatory intelligence. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need.

Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading product and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. The Company is headquartered in Washington, D.C.

On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in these notes to the financial statements to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing.

Liquidity

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $35,250 as of December 31, 2024, compared with $24,434 as of December 31, 2023. Further, the Company had negative working capital (excluding cash, restricted cash, and short-term investments) of $29,316 and $40,279 at December 31, 2024 and December 31, 2023, respectively, and had an accumulated deficit of $806,899 and $816,416 as of December 31, 2024 and December 31, 2023, respectively, and has incurred net losses of $62,500 (excluding the effect of the gains on sale of businesses throughout 2024 totaling $72,017) and $115,461 for the years ended December 31, 2024 and 2023, respectively. Management expects that significant on-going operating and capital expenditures may be necessary to continue to implement the Company’s business plan of entering new markets, future acquisitions, and infrastructure and product development. Historically, the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company funded operations through debt and selling assets (see Note 4, Acquisitions and Dispositions).

The Company has implemented various cost saving measures throughout 2023, 2024, and 2025 to rationalize its cost structure and is actively evaluating additional cost saving opportunities and sources of capital. As disclosed in Note 9, Debt, the Company is subject to certain financial covenants. The Company expects to be in compliance with these financial covenants, and have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. The Company’s ability to maintain compliance with these financial covenants and satisfy its debt obligations are based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate, and other operating assumptions. Pursuant to the Credit Agreement, at the time that the Company does not maintain compliance with all of its financial covenants, the lenders may declare the amounts outstanding due and payable at which time the Company would not be able to satisfy the lenders rights. As there can be no assurance that cost saving measures and necessary financing will be available, the Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.

64

Table of Contents

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business, in addition to, and in conjunction with, the sale of Oxford Analytica and Dragonfly and the convertible notes that were amended and exchanged as disclosed in Note 19, Subsequent Events. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Estimates and assumptions made by management include the determination of:

•revenue recognition;

•the average period of benefit associated with costs capitalized to obtain revenue contracts;

•the allowance for doubtful accounts receivable;

•the fair value of assets acquired and liabilities assumed for business combinations;

•the useful lives of intangible assets;

•capitalization of software development costs;

•valuation of financial instruments;

•impairment of goodwill and long-lived assets;

•the fair value of certain stock awards issued;

•the fair value of certain consideration issued as part of business combinations;

•the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and

•the incremental borrowing rate used to calculate lease balances.

Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

Segments

The Company is a leading technology provider of global policy and market intelligence and operates out of a single operating segment. The Company derives revenue from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-entity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting

65

Table of Contents

processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of December 31, 2024 and December 31, 2023. Revenue derived from the U.S. Federal Government was 17% and 16% of revenue for the years ended December 31, 2024 and December 31, 2023. As of December 31, 2024 and December 31, 2023, assets located in the United States were approximately 85% percent of total assets.

Two vendors accounted for more than 10% of the Company’s accounts payable as of December 31, 2024 and no vendors accounted for more than 10% of the Company's accounts payable as of December 31, 2023, respectively. One vendor represented more than 10% of the total purchases made for the year ended December 31, 2024 and no vendors represented more than 10% of the total purchases made for the year ended December 31, 2023.

Revenue Recognition

The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price.

The Company determines the amount of revenue to be recognized through the application of the following steps:

(i)identification of contracts with customers,

(ii)identification of distinct performance obligations in the contract,

(iii)determination of contract transaction price,

(iv)allocation of contract transaction price to the performance obligations, and

(v)determination of revenue recognition based on timing of satisfaction of the performance obligation(s).

The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues.

Subscription Revenue

Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns

66

Table of Contents

subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers.

The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying consolidated balance sheets.

Advisory, Advertising, and Other Revenues

Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized.

Advertising revenue is primarily generated by delivering advertising in its publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years. The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less. The Company does not have material costs to fulfill contracts with customers.

Cost of Revenues

Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications.

Cash, Cash Equivalents, and Restricted Cash

The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At December 31, 2024, over 61% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the consolidated statement of operations. The Company is able to easily liquidate these

67

Table of Contents

into cash; accordingly, the Company has presented these investments as available for current operations and are presented as short-term investments within current assets in the consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Capitalized Software Development Costs

The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years. Amortization of capitalized software development costs is included in the costs of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Software development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Business Combinations

The Company must estimate the fair value of assets acquired and liabilities assumed in a business combination at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statement of operations and comprehensive income (loss).

Acquisition-Related Intangibles and Other Long-Lived Assets

The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. There were no impairments of long-lived assets during the year ended December 31, 2024. During the fourth quarter of 2023, the Company recorded non-cash impairment charges totaling $6,223 (see Note 7, Intangible Assets).

Goodwill Impairment

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting units based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines

68

Table of Contents

that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st.

There were no impairments of goodwill during the year ended December 31, 2024. During the year ended December 31, 2023, the Company recorded non-cash goodwill impairment charges totaling $25,841 (see Note 8, Goodwill).

Leases

The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component.

Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did not have any finance leases at December 31, 2023 and at December 31, 2024. The Company records costs associated with leases within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

Warrant Liabilities

The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).

Stock-Based Compensation

Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to

69

Table of Contents

reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of operations and comprehensive income (loss). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) for the period and historically have not been material.

Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive income (loss).

Fair Value Measurements

The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

70

Table of Contents

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2024, and as a result, enhanced certain qualitative considerations within "Segment Information" of Note 1. There were no significant impacts to our existing quantitative disclosures as a result of our adoption of this ASU.

The Company has evaluated all issued Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive income (loss), balance sheets, or cash flows.

Note 2. Business Combination with DSAC

On July 29, 2022, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the closing on July 29, 2022. Subsequent to the closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE.WS,” respectively. The Company accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the closing of the Business Combination Agreement, FiscalNote also entered into the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “New Senior Lenders”), pursuant to which a new senior term loan was consummated simultaneously with the Closing (the "Senior Term Loan").

71

Table of Contents

Note 3. Revenues

Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

	Years Ended December 31,
	2024		2023
Subscription	$	111,073	$	119,082
Advisory		4,640		5,455
Advertising		1,683		1,632
Books		233		1,166
Other revenue		2,637		5,310
Total	$	120,266	$	132,645

Revenue by Geographic Locations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

	Years Ended December 31,
	2024		2023
North America	$	95,503	$	107,108
Europe		21,792		19,749
Australia		1,276		1,193
Asia		1,695		4,595
Total	$	120,266	$	132,645

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. North America revenue consists solely of revenue attributed to the United States. For the years ended December 31, 2024 and 2023, revenue attributed to the United Kingdom represented approximately 14% and 12% of total revenues, respectively. No other foreign country represented more than five percent of total revenue during the years ended December 31, 2024 and 2023, respectively.

Contract Assets

The Company had contract assets of $1,240 and $1,183, as of December 31, 2024 and December 31, 2023, respectively. The Company had contract assets of $1,464 as of January 1, 2023. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collections. They represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. They are recorded as part of other current assets on the consolidated balance sheets.

Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2022	$	36,487
Acquired deferred revenue		3,933
Revenue recognized in the current period from amounts in the prior balance		(35,598	)
New deferrals, net of amounts recognized in the current period		39,220
Effects of foreign currency		363
Balance at December 31, 2023		44,405
Sales of businesses		(9,715	)
Revenue recognized in the current period from amounts in the prior balance		(38,280	)
New deferrals, net of amounts recognized in the current period		39,274
Effects of foreign currency		(209	)
Balance at December 31, 2024	$	35,475

72

Table of Contents

Costs to Obtain

During the years ended December 31, 2024 and 2023, the Company capitalized $2,899 and $4,421 of costs to obtain revenue contracts and amortized $3,707 and $3,617 to sales and marketing expense during the years ended December 31, 2024 and 2023, respectively. There were no impairments of costs to obtain revenue contracts for the years ended December 31, 2024 and 2023.

Unsatisfied Performance Obligations

At December 31, 2024 and December 31, 2023, the Company had $92,356 and $109,151 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this revenue over the next five years.

Note 4. Acquisitions and Dispositions

2024 Dispositions

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of Board.org

On March 11, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (the “Buyer”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by the Buyer). The Company was entitled to receive an earn-out payment of up to $8,000, less the amount of certain retention payments potentially owing to the former Board.org employees, if the Board.org business achieved specified revenue targets for fiscal year 2024. These revenue targets were not met. As a result of the sale of Board.org, the Company recorded a gain on disposal of $71,538, inclusive of the $785 of funds placed in escrow. On June 6, 2024, the Company received $500 of the $785 placed in escrow and finalized the post-closing purchase price adjustment. At December 31, 2024 the Company has $285 included in other current assets representing the remaining balance held in escrow. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Company’s Credit Agreement, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

73

Table of Contents

Pursuant to the Employee Lease Agreement entered into in connection with the closing of the sale of Board.org, the Company was the employer of record for the Board.org employees until June 30, 2024. Under the terms of the Employee Lease agreement, the Company was responsible for the payment of salaries and benefits to the Board.org employees at the direction of the Buyer, until the Buyer legally assumed those employees. On July 1, 2024 the Buyer became the employer of record for the Board.org employees and all services under the Employee Lease Agreement ceased.

Additionally, the Company entered into a Transition Services Agreement in connection with the closing of the sale of Board.org whereby the Company provided certain transitional support services from March 11, 2024 to June 30, 2024 and the buyer reimbursed FiscalNote for certain direct costs of those services. No material costs were incurred under the Transition Services Agreement during the period from March 11, 2024 to June 30, 2024.

2023 Acquisitions

Dragonfly Acquisition

On January 27, 2023, the Company entered into a Sale and Purchase Agreement for all of the issued and outstanding share capital of Dragonfly Eye Limited ("Dragonfly"), a UK-based SaaS-based geopolitical and security intelligence provider of actionable data and analysis delivered through Dragonfly's SaaS-based, proprietary Security Intelligence and Analysis Service subscription platform and API.

The aggregate purchase price consisted of (i) $5.6 million in cash (£4.5 million pounds sterling), (ii) 1,885,149 shares of the Company’s Class A Common Stock, and (iii) $11.1 million (£8.9 million pounds sterling) in aggregate principal amount of subordinated convertible promissory notes (“Seller Convertible Notes”). The purchase price was subject to customary adjustments based on working capital and the amount of Dragonfly’s transaction expenses and net indebtedness that remain unpaid as of the closing date, and indemnification obligations for certain claims made following the Closing Date. The Company incurred direct and indirect expenses totaling $1,272 in connection with the acquisition of Dragonfly during the year ended December 31, 2023 (inclusive of $446 of amounts paid on January 27, 2023 that were recognized as expense during the three months ended March 31, 2023).

The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following:

Cash	$	5,617
Fair value of Class A common stock		9,539
Fair value of Seller Convertible Notes		8,635
Fair value of contingent consideration		1,445
Total	$	25,236

74

Table of Contents

The Class A common stock issued as consideration as part of the acquisition of Dragonfly represents non-cash activity on the consolidated statement of stockholders equity and consolidated statement of cash flows.

Additionally, the sellers were eligible to receive an additional payment from the Company of up to approximately $4.3 million, (£3.5) million pounds sterling (the “Dragonfly Earnout”) based on the achievement of certain U.S. GAAP revenue targets for 2023 by Dragonfly. The 2023 revenue targets were not met.

Certain employees of Dragonfly were eligible for an employee earnout bonus awards (the "Dragonfly Employee Earnout Awards") based on achievement of certain U.S. GAAP revenue targets for 2024 by Dragonfly. The 2024 revenue targets were not met.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition:

Cash and cash equivalents	$	607
Current assets, net		3,690
Property and equipment, net		18
Intangible assets		9,600
Deferred revenues		(3,933	)
Current liabilities		(1,764	)
Deferred tax liabilities		(1,517	)
Total net assets acquired		6,701
Goodwill		18,535
Total purchase price	$	25,236

The following table sets forth the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition:

	Estimated Fair Value		Estimated Useful Life (Years)
Customer relationships	$	7,300	6,10
Developed technology		1,750		10
Tradename		550		3
Total intangible assets acquired	$	9,600

The estimated fair values of the customer relationships, developed technology and tradename were determined using the income approach. The approaches used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates, and appropriate discount rates.

The purchase price allocation includes UK deferred assets and liabilities for acquired book and tax basis differences. Goodwill recorded for this acquisition is not tax deductible.

Note 5. Leases

The Company has operating leases, principally for corporate offices under non-cancelable operating leases. The non-cancellable base terms of these leases typically range from one to nine years. The Company’s lease terms may include

75

Table of Contents

options to extend or terminate the lease. The period which is subject to an option to extend or terminate the lease is included in the lease term if it is reasonably certain that the option will be exercised.

The following table details the composition of lease expense for the year presented:

	Years Ended December 31,
	2024			2023
Operating lease cost	$	4,723		$	6,138
Variable lease cost		279			841
Short-term lease cost		210			550
Total lease costs	$	5,212		$	7,529
Sublease income	$	(130	)	$	(1,442	)

The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of December 31, 2024:

2025	$	5,422
2026		4,927
2027		5,041
2028		5,163
2029		5,289
Thereafter		7,714
Total minimum lease payments		33,556
Less: Amounts representing interest		7,680
Net minimum lease payments	$	25,876

	December 31, 2024			December 31, 2023
Weighted average remaining lease term (in years)		6.3			7.2
Weighted average discount rate		8.5	%		8.5	%

The following table presents supplemental cash flow information for the period presented:

	Years Ended December 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases	$	5,837	$	9,481
Supplemental noncash information on lease liabilities arising from obtaining operating lease assets:
Operating lease assets obtained in exchange for lease obligations	$	1,042	$	272

In April 2021, the Company entered into a modification of one of its existing subleases. The Company exercised its termination notification right on this lease which resulted in a termination fee payment of $1,682 made on December 31, 2021 (lease termination notice date) and a final termination fee payment of $1,682 on March 31, 2023 (the lease termination effective date).

In 2017, as an incentive for entering into a lease and building out the Company’s head office in the District of Columbia, the District authorized a grant to the Company in the amount of $750, which has been disclosed as restricted cash, to finance the security deposit of the office. During 2024, an amendment to the agreement was reached which reduced the restricted cash balance from $750 to $640. The Company is required to meet certain covenants, such as maintaining its headquarters in Washington, D.C. and may have to reimburse the District if the covenants are not met. The Company recorded the grant as a grant liability in other non-current liabilities in the consolidated balance sheets and will relieve the liability if and when all requirements are met.

76

Table of Contents

Note 6. Property, Plant and Equipment

The following table details property and equipment as of the dates presented:

	As of December 31,
	2024			2023
Leasehold improvements	$	9,536		$	9,526
Furniture and fixtures		101			102
Equipment		197			498
Computer equipment		2,406			2,332
Total property and equipment	$	12,240		$	12,458
Less: accumulated depreciation		(7,189	)		(6,317	)
Total property and equipment, net	$	5,051		$	6,141

Long-term assets outside of the United States were less than $1,000 at both December 31, 2024 and 2023.

Depreciation expense was $1,241 and $1,348 for the years ended December 31, 2024 and 2023, respectively, and is recorded as part of the general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

Note 7. Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

	December 31, 2024							December 31, 2023										Weighted Average
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount		Remaining Useful Life (Years) December 31, 2024
Customer relationships	$	76,584	$	(34,867	)	$	41,717	$	88,544	$	(32,392	)	$	(2,235	)	$	53,917		7.8
Developed technology		29,015		(23,662	)		5,353		37,205		(26,743	)		(1,909	)		8,553		6.9
Databases		29,135		(12,988	)		16,147		29,895		(11,057	)		-			18,838		7.9
Tradenames		10,808		(5,100	)		5,708		12,077		(4,367	)		(579	)		7,131		7.8
Expert network		2,654		(1,715	)		939		2,692		(1,291	)		-			1,401		2.1
Patents		841		(232	)		609		784		(217	)		(8	)		559		17.3
Content library		592		(183	)		409		592		(123	)		-			469		6.9
Total	$	149,629	$	(78,747	)	$	70,882	$	171,789	$	(76,190	)	$	(4,731	)	$	90,868

Finite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. Amortization of intangible assets, excluding developed technology, was $9,925 and $11,509 for the years ended December 31, 2024 and 2023, respectively.

Amortization of developed technology was recorded as part of cost of revenues in the amount of $2,277 and $8,942 for the years ended December 31, 2024 and 2023, respectively.

77

Table of Contents

The expected future amortization expense for intangible assets as of December 31, 2024 is as follows:

2025	$	10,078
2026		9,821
2027		9,422
2028		9,066
2029		8,609
Thereafter		23,886
Total	$	70,882

The Company regularly reviews the remaining useful lives of its intangible assets. In the second quarter of 2023 the Company revised the remaining useful life of certain developed technologies. Accordingly, the Company recognized $3,890 of amortization expense during the year ended December 31, 2023. This is represented in the weighted average remaining useful life for developed technology assets and future amortization expense presented above.

Capitalized software development costs

Capitalized software development costs are as follows:

	December 31, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount
Capitalized software development costs	$	34,946	$	(19,847	)	$	15,099	$	27,659	$	(12,795	)	$	(1,492	)	$	13,372

During the years ended December 31, 2024 and 2023, the Company capitalized interest on capitalized software development costs in the amount of $583 and $424, respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues for the years ended December 31, 2024 and 2023 in the amount of $6,426 and $6,918, respectively. The estimated useful life is determined at the time each project is placed in service.

Impairment of long-lived assets

During each fiscal year, we periodically assessed whether any indicators of impairment existed related to our intangible assets. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of intangible assets below their carrying value. We identified a triggering event during the fourth quarter of 2023, primarily related to the prolonged decline in the Company’s stock price and market capitalization. This triggering event indicated we should test the related long-lived assets for impairment in certain of our asset groups. We tested each applicable asset group by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups. We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed. As a result, we recorded a total non-cash impairment charge for intangible assets of $6,223 during the fourth quarter of 2023. This impairment charge relates to capitalized software development costs, developed technology, customer relationships, tradenames and patents within the FactSquared and Predata asset groups.

Note 8. Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but are rather tested for impairment at least annually as of October 1 of each year.

78

Table of Contents

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2022	$	194,362
Acquisitions		18,535
Impairment		(25,841	)
Impact of foreign currency fluctuations		647
Balance at December 31, 2023		187,703
Sale of Board.org and Aicel		(27,999	)
Impact of foreign currency fluctuations		(643	)
Balance at December 31, 2024	$	159,061

As of December 31, 2024 the Company has the following goodwill reporting units: Policy and Global Intelligence. The Company performed its annual goodwill impairment test as of October 1, 2024 and determined there to be no impairment.

During the first quarter of 2023 we monitored our reporting units for triggering events that might indicate an impairment. Due to the decline in the Company’s stock price and market capitalization in the first quarter of 2023, and the underperformance of the Company’s legacy ESG reporting unit compared to internal projections, the Company performed a quantitative goodwill impairment assessment as of March 31, 2023. This quantitative assessment resulted in all the goodwill in our legacy ESG reporting unit being impaired; accordingly, an impairment charge of $5,837 was recognized during the three months ended March 31, 2023. Prior to the quantitative goodwill impairment test performed at March 31, 2023 the Company tested the recoverability of its long-lived assets, and concluded that such assets were not impaired.

The Company performed the required annual impairment test as of October 1, 2023 at the reporting unit level, which resulted in no impairment of goodwill. Toward the end of the fourth quarter of 2023, we continued to monitor our reporting units for triggering events that might indicate an impairment. Due to the decline in the Company’s stock price and market capitalization toward the end of the fourth quarter of 2023, and certain decisions made by management as of December 31, 2023, the Company performed a quantitative goodwill impairment assessment as of December 31, 2023. This quantitative assessment resulted in a goodwill impairment charge of $20,004 inside our legacy FNAI reporting unit recognized in the fourth quarter of 2023. Prior to the quantitative goodwill impairment test performed at December 31, 2023, the Company tested the recoverability of its long-lived assets, and concluded that certain of its intangibles were impaired. See Note 7, Intangible Assets.

The fair value estimate of the Company's reporting units was derived based on an income approach. Under the income approach, the Company estimated the fair value of reporting units based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and the uncertainty related to our reporting unit's ability to execute on the projected cash flows.

Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill.

79

Table of Contents

Note 9. Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

	December 31, 2024			December 31, 2023
Senior Term Loan	$	88,595		$	158,228
GPO Convertible Note		36,524			36,954
Convertible notes		16,165			14,052
Dragonfly Convertible Note		8,979			9,002
Era Convertible Note		-			5,977
Aicel Convertible Note		-			1,156
PPP loan		36			144
Total gross debt		150,299			225,513
Debt issuance costs		(3,222	)		(3,098	)
Total		147,077			222,415
Less: Current maturities		(36	)		(105	)
Total long-term debt	$	147,041		$	222,310

a)Senior Term Loan

On July 29, 2022, concurrent with the closing of the Company's business combination, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a senior credit agreement (the "Credit Agreement") providing for a Senior Term Loan consisting of a fully funded principal amount of $150,000 and an uncommitted incremental loan facility totaling $100,000 available upon notice if the Company meets certain financial growth criteria and other customary requirements (the “New Incremental Term Facility”) (collectively the “Senior Credit Facility”). The annual interest of the Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly. The Senior Credit Facility will mature on July 29, 2027, the five-year anniversary of the Closing Date.

On March 17, 2023, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 1 provided for the extension of an incremental term loan by one of the lenders under the facility in the principal amount of $6,000 which was received by the Company on March 31, 2023, on the same terms as the existing term loans (the “Incremental Facility”). In connection with the funding of the Incremental Facility, the Company issued the lender warrants expiring July 15, 2027, to purchase up to 80,000 Class A Common Stock at an exercise price of $0.01 per share, in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation D promulgated thereunder. The lender warrants represent a non-cash financing activity.

On May 16, 2023, the Company, entered into Amendment No. 2 ("Amendment No. 2") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 2 joined Dragonfly Eye Limited and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company, as Guarantors under the Credit Agreement.

On August 3, 2023, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 3 provides for: (a) the extension of the July 2023 Deferred Fee from July 29, 2023 to July 29, 2024, (b) the increase of the July 2023 Deferred Fee from $1,734 to $2,034, (c) increase of the Restatement Date Final Agreement from $7,410 to $8,970 and (d) the revision to the minimum annual recurring revenue and adjusted EBITDA covenants (as both are defined in the Credit Agreement).

In connection with the completion of the sale of Board.org on March 11, 2024, the Company also entered into Amendment No. 4 to the Credit Agreement ("Amendment No, 4"), pursuant to which, among other things, the lenders consented to the release of the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent prepayment of $65,700 of term loans under the Credit Agreement. The Company also made a payment of $1,314 and $5,754 of related prepayment and exit fees, respectively.

In addition, Amendment No. 4 extended the commencement of amortization payments under the Credit Agreement from August 15, 2025 to August 15, 2026, with such payments to fully amortize the term loans by the maturity date of July 15, 2027. Amendment No. 4 also increased the Company’s minimum liquidity covenant to $22,500 and modified the

80

Table of Contents

Company’s minimum ARR and adjusted EBITDA in order to appropriately reflect the sale of Board.org and the absence of its future contributions to the Company’s overall financial performance and position.

In connection with the completion of the sale of Aicel Technologies on October 31, 2024, the Company repaid $5,000 of term loans under the Credit Agreement. The Company also made a payment of $50 and $281 of related prepayment and exit fees, respectively.

The Prime Rate in effect for the Senior Term Loan was 7.75% at December 31, 2024. For the years ended December 31, 2024 and 2023, the Company incurred $14,812 and $20,791 and $1,068 and $1,581 of cash interest and paid-in-kind interest, respectively, on the Senior Term Loan. Paid-in-kind interest is reflected as a component of the carrying value of the Senior Term Loan as the payment of such interest will occur upon the settlement of the Senior Term Loan.

The Company may prepay the Senior Term Loan in whole, or in part, subject to a 1.0% prepayment fee if prepaid prior to July 30, 2025, and no prepayment fee if prepaid on or after July 30, 2025. The July 2023 Deferred Fee totaling $2,034, as previously amended, was paid as part of Amendment No. 4. Accordingly, the Company recognized the accretion of the July 2023 Deferred Fee as interest expense through March 31, 2024. Prior to Amendment No. 4, the Company had $8,970 of deferred fees due at the earlier of prepayment or maturity of the Senior Term Loan which were amortized over the term of the Senior Term Loan using the effective interest method. On March 11, 2024, and as a result of the Amendment No, 4, the Company had $5,250 of deferred fees outstanding which the Company recognized the accretion of these deferred fees as interest expense. The $1,134 of prepayment fee paid on March 11, 2024 was treated as a debt discount. The amortization recorded for the years ended December 31, 2024 and 2023 was $2,210 and $682, respectively, and is included within interest expense in the consolidated statement of operations and comprehensive income (loss). The remaining unamortized debt discount at December 31, 2024 is $2,926, excluding any deferred fees, and is reflected net against debt on the consolidated balance sheets.

The Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. In addition to the negative covenants, there were four financial covenants in place at December 31, 2024: a minimum cash balance requirement, minimum annual recurring revenue requirement, an adjusted EBITDA requirement and a capital expenditure limitation. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the Senior Term Loan due and payable the lenders can elect to increase the interest rate by 5.0% per annum. At December 31, 2024 the Company was in compliance with the minimum cash balance requirement, capital expenditure limitation, and the adjusted EBITDA requirement. The Company did not meet the minimum annual recurring revenue requirement. On March 31, 2025 the Senior Term Loan lenders waived their rights upon default retroactive to December 31, 2024. See Note 19, Subsequent Events.

b)GPO Convertible Note

On June 30, 2023 (the “Subscription Date”), the Company entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “GPO Investor”) pursuant to which (i) the GPO Investor returned 5,881,723 shares of Class A Common Stock held by the GPO Investor to the Company for cancellation, (ii) the Company issued to the GPO Investor a subordinated convertible promissory note in an initial principal amount of $46,794 (the “GPO Convertible Note”), and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the GPO Investor for additional shares or money damages resulting from the entry into the Merger Agreement, relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the GPO Investor). The exchange and settlement are non-cash exchanges in the consolidated statement of cash flows. The before mentioned transactions closed on July 3, 2023.

The GPO Convertible Note will mature on July 3, 2028, unless earlier redeemed or repurchased by the Company or converted in accordance with the terms thereof. The GPO Convertible Note bears interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest was payable in kind by adding interest to the principal amount of the GPO Convertible Note; and (ii) for any period thereafter, interest will be

81

Table of Contents

payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest.

The GPO Convertible Note is subordinate to the Company’s obligations under its Senior Term Loan which limits certain actions that the Company and the GPO Investor may take. At any time prior to July 3, 2028, the GPO Investor is entitled to convert all or any portion of the principal amount and accrued interest thereon into shares of Class A Common Stock based on a conversion price of $7.56 (subject to future adjustment pursuant to the terms of the GPO Convertible Note). The GPO Convertible Note is subject to customary anti-dilution adjustments for stock splits and similar transactions and, subject to standard exceptions, weighted average anti-dilution protection. The principal amount, together with accrued interest thereon, is redeemable by the Company in whole or in part based on certain conditions as defined in the GPO Convertible Note. Pursuant to the terms of the GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024, the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, during the year ended December 31, 2024, the Company issued 1,715,292 Class A Common Shares in satisfaction of interest of $1,933. The Company expects to satisfy future quarterly interest payments in shares.

The Company elected to account for the GPO Convertible Note using the fair value option. The GPO Convertible Note was recorded at its June 30, 2023 acquisition date fair value of $36,583. The Company initially recorded a loss contingency of $11,700 in its fiscal year 2022 financial statements representing the difference between the fair value of the shares returned by the Investor and the fair value of the GPO Convertible Note on the date of exchange. With the execution of the Exchange and Settlement Agreement and GPO Convertible Note, the Company recorded an additional non-cash loss on settlement with GPO of $3,474 in the consolidated statement of operations for the year ended December 31, 2023. The fair market value at December 31, 2024 and December 31, 2023 was $36,524 and $36,954, respectively. The unrealized change in the fair value of the GPO Convertible Note of $4,443, as a result of the change in the Company's specific credit risk, is recorded in accumulated other comprehensive income for the year ended December 31, 2024 and the non-cash loss was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $2,154 for the year ended December 31, 2024. The non-cash gain was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $1,411 for the year ended December 31, 2023. The Company incurred total interest expense related to the GPO Convertible Note of $3,792 and $1,781 for the years ended December 31, 2024 and 2023, respectively.

c)Convertible Notes

At December 31, 2024, the holders of four convertible notes that were previously issued by Old FiscalNote (the “Convertible Notes”) with a principal and accrued PIK balance of $16,165, remained outstanding. The Company incurred total interest expense related to the Convertible Notes, including the amortization of the various discounts, of $2,502 and $2,170 for the years ended December 31, 2024 and 2023, respectively. These notes are presented as long-term debt, net of current maturities, as a result of the exchanges and amendments that were made, and further described in, Note 19, Subsequent Events - Note Amendments.

d)Dragonfly Seller Convertible Notes

In connection with the Company's acquisition of Dragonfly, the Company financed part of the purchase with the issuance of convertible notes. The Dragonfly Convertible Notes were issued in a principal amount of £8.9 million pounds sterling (approximately $11,050 on the closing date of the acquisition), with interest at an annual rate of 8%, which can be paid in cash or paid-in-kind. The paid-in-kind interest will be annually credited to the principal amount. All principal and accrued interest are due upon maturity on January 27, 2028.

At any time after August 2, 2023, the Company can convert any portion of the principal and accrued interest at the volume weighted-average price for the five consecutive trading day period ending on the last trading day of the calendar month preceding the date the Company provides notice of conversion to the Sellers.

At any time after the 18 month anniversary of the Dragonfly acquisition closing date, the lender has the right to convert the outstanding principal and accrued interest for FiscalNote common stock at $10.00 per share, subject to adjustment in

82

Table of Contents

the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to common stock.

The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The Dragonfly Seller Convertible Notes were recorded at their acquisition date fair value of $8,635. The fair market value at December 31, 2024 and December 31, 2023 was $8,979 and $9,002, respectively. The unrealized change in the fair value of the Dragonfly Seller Convertible Notes of $1,264, as a result of the change in the Company's specific credit risk, is recorded in accumulated other comprehensive income for the year ended December 31, 2024. The non-cash loss was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $425 for the year ended December 31, 2024 and non-cash gain was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $673 for the year ended December 31, 2023. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $980 and $838 during the years ended December 31, 2024 and 2023, respectively.

e)Era Convertible Notes

First Era Convertible Note

In connection with the Company’s strategic commercial partnership, the Company issued a convertible note to EGT-East, LLC ("Era"), a third-party lender, for $5,500 on December 8, 2023 and a second convertible note for $801 on January 5, 2024 (collectively, the "First Era Convertible Note"). The First Era Convertible Note was issued in aggregate principal amount of $6,301, with cash interest at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on June 8, 2024. All principal and unpaid interest were to mature on December 8, 2027.

Pursuant to the copilot agreement (the "Co-Pilot Agreement") entered into by and among the Company, FiscalNote Inc., a subsidiary of the Company, and Era on December 8, 2023, the Company agreed to issue Era up to an additional $3,150 in the form of shares of the Company's Class A Common Stock no later than June 2024 (the "Partnership Shares").

On April 11, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Era modifying certain provisions of the First Era Convertible Note and the Co-Pilot Agreement. The Letter Agreement permitted and required the Company to convert approximately $1,599 in aggregate principal amount of the First Era Convertible Note (the “Early Converted Note”) into a portion of the Underlying Shares. Pursuant to the Letter Agreement, the Company was also required to issue to Era the Partnership Shares. Pursuant to the Letter Agreement, Era had the right to convert the aggregate principal amount of the remaining First Era Convertible Note (the “Remaining Note”), but only on or after June 30, 2024, if such conversion right was not cancelled by the terms of the Letter Agreement. In addition, the Letter Agreement terminated the Company’s obligation to issue the Additional Shares under the circumstances specified therein. On April 11, 2024 and pursuant to the Letter Agreement, the Company issued Era an aggregate of 3,003,268 shares of Common Stock to satisfy its obligations with respect to the Partnership Shares and a portion of the Underlying Shares.

On June 12, 2024 and June 25, 2024 the Company issued the Investor an aggregate amount of 3,848,831 shares of Common Stock to satisfy its remaining obligations with regards to the First Era Convertible Note and Co-Pilot Agreement, including the obligation to issue Additional Shares. Accordingly, the Company has no obligations outstanding related to the First Era Convertible Note at December 31, 2024.

The Company elected to account for the First Era Convertible Note using the fair value option. The First Era Convertible Note dated December 8, 2023 was recorded at its acquisition date fair value of $5,500. The First Era Convertible Note dated January 5, 2024 was recorded at its acquisition date fair value of $801. The fair market value of the Era Convertible Note dated December 8, 2023 was $5,977. The non-cash change in fair value of financial instruments recorded in the consolidated statements of operations and comprehensive income (loss) was a loss of $3,189 for the year ended December 31, 2024.

Second Era Convertible Note

The Company issued a senior subordinated convertible note to an affiliate of Era (Era II), for $5,500 on November 12, 2024 (the "Second Era Convertible Note"). The Second Era Convertible Note had a maturity date of November 12, 2027 and a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on May 12,

83

Table of Contents

2025. The Company issued 2,549,129 shares of common stock to Era II 2,549,129 (the "Success Fee shares") as a success fee and 650,000 shares of common stock to Northland Securities, Inc. to cover brokerage fees incurred by Era II in connection with its liquidating (i) any shares of common stock underlying the Second Era Convertible Note and the Success Fee Shares and (ii) the shares of common stock underlying the First Era Convertible Note as well as shares of common stock issued pursuant to the Co-Pilot Agreement.

On December 18, 2024 and December 27, 2024 the Company converted all of the outstanding principal of the Second Era Convertible Note and issued Era II, in aggregate, 5,377,272 shares of common stock. Accordingly, the Company has no obligations outstanding related to the Second Era Convertible Note at December 31, 2024.

The Company elected to account for the Second Era Convertible Note using the fair value option. The Second Era Convertible Note was recorded at its acquisition date fair value of $5,500. The non-cash change in fair value of financial instruments recorded in the consolidated statements of operations and comprehensive income (loss) was a loss of $2,973 for the year ended December 31, 2024. In January 2025, Era II returned 1,071,458 shares of common stock pursuant to the terms of the Second Era Convertible Note.

f)Aicel Convertible Note

In connection with the Company’s acquisition of Aicel, the Company assumed a convertible note (“Aicel Convertible Note”) issued by Aicel in a private placement to a third-party lender dated July 27, 2022. The Aicel Convertible Note was issued in a principal amount of $1,131, with paid-in-kind interest at an annual rate of 1%. All principal and accrued and unpaid interest mature on July 27, 2027. The Aicel Convertible Note provided for no prepayments until maturity without written consent of the lender.

The Aicel Convertible Note was recorded at its acquisition fair value of $1,131. The Company incurred total interest expense related to the Aicel Convertible Note of $9 and $11 for the years ended December 31, 2024 and 2023. On October 31, 2024, the Aicel Convertible Note was assumed by the buyer as part of the sale of Aicel. See Note 4, Acquisitions and Dispositions.

g)PPP loan

On April 13, 2020, the Company received funding in the principal amount of $8,000 under the CARES Act. Interest accrues at 1%. On February 14, 2022, the SBA forgave $7,667 of the PPP Loan with the remaining balance of $333. The Company recognized the forgiveness of the PPP Loan as a gain on debt extinguishment on the consolidated statements of operations and comprehensive income (loss). As of December 31, 2024, the Company recorded $36 of the remaining PPP Loan as short-term debt as it will be fully repaid in 2025.

Total Debt

The following table summarizes the total estimated fair value of the Company's debt as of December 31, 2024 and December 31, 2023, respectively.

	December 31, 2024		December 31, 2023
Senior Term Loan	$	90,679	$	173,416
GPO Convertible Note		36,524		36,954
Convertible notes		15,728		13,992
Dragonfly Seller Convertible Notes		8,979		10,407
Era Convertible Notes		-		5,977
Aicel Convertible Note		-		1,156
Total	$	151,910	$	241,902

The estimated fair value of the Senior Term Loan as of December 31, 2023 was increased by $4,714 and has been revised as compared to what was previously disclosed, to include the impact of paid-in-kind interest. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

84

Table of Contents

Maturities of debt during the years subsequent to December 31, 2024 are as follows:

2025	$	36
2026		48,634
2027		50,550
2028		51,079
Total	$	150,299

Warrants

Old FiscalNote Warrants

At December 31, 2024, 118,700 warrants (previously issued by Old FiscalNote to lenders prior to the Senior Term Loan) with an exercise price of $8.56, remain outstanding. These warrants are accounted for as a liability with no fair value at December 31, 2024, and are included as part of the other non-current liabilities within the consolidated balance sheets.

Warrants associated with Amendment No. 1

On March 17, 2023, in connection with Amendment No. 1 discussed above, the Company issued 80,000 warrants with an exercise price of $0.01. These warrants are accounted for as a liability with a fair value of $85 at December 31, 2024, and are included as part of the other non-current liabilities within the consolidated balance sheets.

Note 10. Stockholders’ Equity

Authorized Capital Stock

The Company’s charter authorizes the issuance of 1,809,000,000 shares, which includes Class A common stock, Class B common stock, and preferred stock.

Class A Common Stock

Subsequent to the Closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE WS,” respectively. Pursuant to the Company’s charter, the Company is authorized to issue 1,700,000,000 shares of Class A common stock, par value $0.0001 per share. As of December 31, 2024, the Company had 142,794,386 shares of Class A common stock issued and outstanding.

Upon the Closing of the Business Combination, each share of Old FiscalNote’s Preferred Stock was converted into common stock and, immediately thereafter, each share of common stock that was issued and outstanding immediately prior to the effective time of the Business Combination was cancelled and converted into New FiscalNote Class A common stock with the application of the Exchange Ratio as discussed in Note 2, Business Combination with DSAC.

Additionally, the Company has outstanding warrants to purchase shares of New FiscalNote Class A common stock that became exercisable upon the Closing of the Business Combination. Refer to Note 12, Warrant Liabilities.

Class B Common Stock

Pursuant to the Company’s charter, the Company is authorized to issue 9,000,000 shares of Class B common stock, par value $0.0001 per share.

In connection with the Closing of the Business Combination, the Co-Founders, or entities controlled by the Co-Founders, received 8,290,921 Class B shares of New FiscalNote common stock as consideration, all of which remain outstanding at December 31, 2024.

85

Table of Contents

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of December 31, 2024, there were no shares of preferred stock issued and outstanding.

Dividends

The Company's Class A and Class B common stock are entitled to dividends if and when any dividend is declared by the Company's board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company's business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company's board of directors and will depend on, among other things, the Company's financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company's board of directors may deem relevant.

Note 11. Earnout Shares and RSUs

The shareholders and other equity holders of Old FiscalNote as described below are entitled to receive up to 19,195,100 additional shares of Class A common stock of New FiscalNote (the “Earnout Awards”) in the form of Earnout Shares or as shares reserved for issuances upon settlement of Earnout RSUs, as described below. The Earnout Awards are split into five tranches each consisting of 3,839,020 shares of Class A common stock in New FiscalNote. Certain Old FiscalNote equity holders will receive Earnout Restricted Stock Units (the “Earnout RSUs”), which are settled in Class A common stock. The right to receive Earnout Awards will expire on July 29, 2027 (the “Earnout Period”). Each tranche of the Earnout Awards will be issued only when the dollar volume-weighted average price of one share of New FiscalNote Class A common stock is greater than or equal to $10.50, $12.50, $15.00, $20.00, or $25.00, respectively, for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period (collectively, the “Triggering Events”).

Pursuant to the terms of the Business Combination Agreement, the holders of Old FiscalNote common stock, Old FiscalNote warrants, vested Old FiscalNote options and vested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares subject to achievement of the Triggering Event. Holders of unvested Old FiscalNote options and unvested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares in the form of Earnout RSUs subject to achievement of the Triggering Event. To the extent the equity award issued upon New FiscalNote's assumption of such any Old FiscalNote Option or Old FiscalNote RSU (each a “Converted Award”) is outstanding and has vested as of the occurrence of a Triggering Event, the holder thereof will receive a proportionate allocation of Earnout Shares in lieu of Earnout RSUs.

If a Converted Award is forfeited after the Closing Date but prior to the Triggering Event, no Earnout RSUs will be issued for such Converted Award. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro-rata to the remaining holders of vested Converted Awards in the form of Earnout Shares and unvested Converted Awards in the form of Earnout RSUs in the manner described above. Reallocated Earnout RSUs are subject to the remaining vesting schedule and conditions of the Converted Award held by such equity holder. The forfeiture and subsequent reallocation of the Earnout RSUs are accounted for as the forfeiture of the original award and the grant of a new award.

A portion of the Earnout Shares that may be issued to Old FiscalNote common stockholders, Old FiscalNote vested option holders and Old FiscalNote warrant holders and all of the Earnout RSUs were determined to represent additional compensation for accounting purposes pursuant to ASC 718, “Compensation-Stock Compensation”. The Company recognizes stock-compensation expense based on the fair value of the Earnout Awards over the requisite service period for each tranche. Upon Closing, the Company recognized $17,712 of share-based compensation expense for vested Earnout

86

Table of Contents

Awards. The Company recognized $353 and $1,803 of share-based compensation expense during the years ended December 31, 2024 and 2023, respectively. The remaining Earnout Shares were determined to represent an equity transaction in conjunction with the reverse recapitalization and were evaluated pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. These remaining Earnout Shares will be accounted for as a liability as the arrangement is indexed to something other than the Company’s stock. The liability is revalued at each reporting period with changes being recorded as a non-operating gain or loss in the consolidated statements of operations and comprehensive income (loss). The other non-current liability was $68 as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was $178 of unrecognized compensation expense related to the Earnout Awards to be recognized over a weighted-average period of approximately two years. As of December 31, 2024, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred.

Note 12. Warrant Liabilities

Upon the Closing of the Business Combination, the Company assumed 8,750,000 public warrants and 7,000,000 private placement warrants that were previously issued by Old DSAC. Each public warrant and private placement warrant is exercisable for 1.571428 shares of New FiscalNote Class A common stock (or an aggregate of up to 24,750,000 shares of New FiscalNote Class A common stock).

During the year ended December 31, 2024, there were no public warrants exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of December 31, 2024, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0.16. These warrants are accounted for as a liability and have an aggregate fair value of $2,458 at December 31, 2024.

During the year ended December 31, 2023, there were no public warrants exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of December 31, 2023, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0.31. These warrants are accounted for as a liability and have an aggregate fair value of $4,761 at December 31, 2023.

Public Warrants

Each public warrant entitles the registered holder to acquire 1.571428 shares of the Company’s Class A common stock at a price of $7.32 per share, subject to adjustment as discussed below. The warrants became exercisable on August 29, 2022. A holder may exercise his or her warrants only for a whole number of shares of Class A common stock. The public warrants will expire July 29, 2027, or earlier upon redemption or liquidation.

Redemption of warrants for cash

The Company may call the public warrants for redemption for cash:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $11.45 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

87

Table of Contents

Redemption of warrants for shares of Class A common stock

The Company may redeem the outstanding warrants for shares of Class A common stock:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to an agreed table, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below;

•if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $6.36 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above.

•The “fair market value” of the Class A common stock shall mean the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment).

Private Placement Warrants

The private placement warrants are not redeemable by the Company so long as they are held by the sponsor of DSAC or its permitted transferees, except in certain limited circumstances. The DSAC Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the DSAC Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the DSAC Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants.

Old FiscalNote Warrants

At December 31, 2024, 118,700 warrants with an exercise price of $8.56, remain outstanding. These warrants are accounted for as a liability with a fair value of zero and $23 at December 31, 2024 and 2023, respectively, and are included as part of the other non-current liabilities within the consolidated balance sheets.

Note 13. Stock-Based Compensation

2022 Long-Term Incentive Plan

In connection with the Business Combination, the Company's board of directors adopted, and its stockholders approved, the 2022 Long-Term Incentive Plan (the “2022 Plan”) under which 20,285,600 shares of Class A common stock were initially reserved for issuance. The 2022 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2022 Plan automatically increases on the first day of each calendar year, beginning on and including January 1, 2023 and ending on and including January 1, 2027 equal to the lesser of (i) 5% of the total number of shares (e.g., each and every class of the Company's common stock) outstanding on the immediately preceding December 31 or (ii) 13,523,734 shares; provided, however, that the Company's Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares (the “Share Reserve”). The shares may be authorized, but unissued, or reacquired shares of the Company's shares or from the Company's treasury shares. Furthermore, subject to adjustments as set forth in the 2022 Plan, in no event will the maximum aggregate number of shares that may be available for delivery under the 2022 Plan pursuant to incentive stock options exceed the Share Reserve. The shares underlying any awards under the 2022 Plan

88

Table of Contents

that are forfeited, canceled, settled in cash, or otherwise terminated (other than by exercise) shall be added back to the Share Reserve available for issuance under the 2022 Plan and, to the extent permissible, the shares that may be issued as incentive stock options.

During the year ended December 31, 2024, the Company issued 2,565,285 stock options, 12,194,112 restricted stock units, and 325,000 performance based restricted stock units. At December 31, 2024, 9,529,847 stock options, 1,601,027 performance stock options, 13,347,059 restricted stock units, and 392,500 performance based restricted stock units remain outstanding. As of December 31, 2024, the Company had 10,246 shares of Class A common stock available for issuance under the 2022 Plan.

The Company recognized $16,937 and $24,165 of stock-based compensation expense for all long term incentive plans in effect during the years ended December 31, 2024 and 2023, respectively. The Company recognized $306 and $675 of stock-based compensation expense related to acquisition earnouts during the years ended December 31, 2024 and 2023, respectively.

2024 Inducement Grant

The Company's board of directors adopted the 2024 Inducement Equity Incentive Plan (the “Plan”). The plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other stock-based awards and cash-based awards. Under the Plan, 500,000 shares of Class A common stock were initially reserved for issuance.

During the year ended December 31, 2024, the Company issued 200,000 stock options and 300,000 restricted stock units. At December 31, 2024, all of the awards remain outstanding. The Company recognized $73 of stock-based compensation expense for this plan in effect during the year ended December 31, 2024, respectively.

2022 Employee Stock Purchase Plan

In connection with the Business Combination, the Company’s board of directors adopted, and its stockholders approved, the 2022 Employee Stock Purchase Plan (the “ESPP”) whereby eligible employees may authorize payroll deductions of up to 15% of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering period or on the last day of the six-month offering period beginning in 2023. The plan is defined as compensatory, and accordingly, a stock-based compensation charge of $280 and $414 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the year ended December 31, 2024 and 2023. As of December 31, 2024, 509,865 shares have been issued under the ESPP and the Company had 3,886,343 shares of Class A common stock available for issuance under the ESPP.

89

Table of Contents

The following table summarizes activities related to stock options and performance stock units during the period presented:

Stock Options awards	Number of shares			Weighted-average exercise price		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		9,742,531		$	3.82		7.5	$	24,659
Granted		476,902			3.98
Exercised		(327,447	)		1.81
Cancelled and forfeited		(432,441	)		6.55
Expired		(189,947	)		3.71
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Vested and exercisable as of December 31, 2023		5,425,239		$	3.11		5.1
Unvested and expected to vest as of December 31, 2023		3,844,359
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Granted		2,565,285			1.62
Exercised		(15,431	)		0.34
Cancelled and forfeited		(426,409	)		4.19
Expired		(262,169	)		5.99
Outstanding at December 31, 2024		11,130,874		$	3.18		5.9	$	77
Vested and exercisable as of December 31, 2024		7,569,287		$	3.27		4.5
Unvested and expected to vest as of December 31, 2024		3,561,587

The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the periods presented:

	Years Ended December 31,
	2024			2023
Expected volatility		45.49	%		45.00	%
Expected life (years)		5.96			6.00
Expected dividend yield		0.00	%		0.00	%
Risk-free interest rate		4.33	%		4.18	%
Fair value of options	$	1.56		$	1.58

90

Table of Contents

At December 31, 2024, there was $3,180 of total unrecognized compensation cost related to outstanding unvested stock option awards including performance stock units that is expected to be recognized over a weighted-average period of approximately two years.

The following table summarizes the Company’s restricted stock unit activity for the periods presented:

Restricted Stock Units	Number of shares			Weighted-average Grant Date Fair Value		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		2,949,731		$	8.81		2.7	$	18,672
Granted		6,606,510			4.42
Vested		(2,532,946	)		7.08
Cancelled and forfeited		(579,188	)		3.46
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Expected to vest as of December 31, 2023		6,444,107
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Granted		12,519,112			1.27
Vested		(3,435,947	)		4.89
Cancelled and forfeited		(1,487,713	)		2.07
Outstanding at December 31, 2024		14,039,559		$	2.19		1.0	$	15,022
Expected to vest as of December 31, 2024		14,039,559

At December 31, 2024, there was $21,061 of total unrecognized compensation cost related to outstanding unvested restricted stock units that are expected to be recognized over a weighted-average period of approximately two years.

Prior to 2022, the Company granted various executives 2,673,751 performance stock options that vest upon the occurrence of a successful public company listing and the Company’s stock price achieving certain price targets and 756,812 performance stock units that vest upon the occurrence of a successful public company listing and time served. The aggregate grant-date fair value of these executive performance stock options and stock units was estimated to be $7,295. As of December 31, 2024, there were 2,480,757 performance stock options outstanding. The Company recognized $24 and $965 of share-based compensation expense for performance stock options and stock units for the years ended December 31, 2024 and 2023, respectively, for which the related performance condition was met upon consummation of the Business Combination on July 29, 2022.

Effective December 31, 2024, the Company amended the 2022 LTIP to (i) effectuate a one-time increase of 4,000,000 in the number of shares authorized for issuance under the 2022 LTIP and (ii) revise the “evergreen” provision of the 2022 LTIP such that the number of shares of Class A common stock that are automatically added to the 2022 LTIP on January 1st of each year will be increased up to the lesser of (a) five percent (5%) of the total number of shares of Class A Common Stock outstanding on December 31st of the preceding calendar year or (b) 13,523,734 shares of Class A Common Stock.

Note 14. Transaction Costs, net

The Company incurred the following transaction costs related to businesses acquired and the consummation of the Business Combination during the periods presented:

	Years Ended December 31,
	2024			2023
Transaction costs related to acquired businesses	$	-		$	1,391
Non-capitalizable Business Combination costs		-			415
Change in contingent consideration liabilities		(4	)		(2,043	)
Contingent compensation (benefit) expense		-			(530	)
Total transaction costs	$	(4	)	$	(767	)

91

Table of Contents

Note 15. Earnings (Loss) Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net earnings (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s net income (loss) used in computing basic and diluted earnings per share. Diluted earnings (loss) per share considers the impact of potentially dilutive securities.

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)	Years Ended December 31,
Numerator:	2024		2023
Net income (loss) used to compute basic and diluted income (loss) per share	$	9,517	$	(115,461	)
Denominator:
Weighted average common stock outstanding, basic and diluted		137,280,603		131,400,109
Net income (loss) per share, basic	$	0.07	$	(0.88	)
Net income (loss) per share, diluted	$	0.07	$	(0.88	)
Anti-dilutive securities excluded from diluted income (loss) per share:
Anti-dilutive Earnout Awards		19,195,100		19,195,100
Anti-dilutive stock options		134,203		979,901
Anti-dilutive Convertible Notes		2,652,532		2,305,666
Anti-dilutive contingently issuable shares		-		174,468
Anti-dilutive restricted stock units		12,170,401		6,393,154
Anti-dilutive GPO Convertible Note		6,653,602		5,867,750
Anit-dilutive Dragonfly Convertible Note		1,302,900		-
Anti-dilutive Aicel Convertible Notes		-		113,896
Total anti-dilutive securities excluded from diluted income (loss) per share:		42,108,738		35,029,935

Note 16. Provision (Benefit) from Income Taxes

An analysis of income (loss) from continuing operations before income taxes by domestic and international consisted of the following as of dates presented:

	Years Ended December 31,
	2024			2023
Domestic	$	(13,710	)	$	(86,488	)
Foreign		23,763			(28,750	)
Total	$	10,053		$	(115,238	)

92

Table of Contents

The (benefit) provision for income taxes consisted of the following as of the dates presented:

	As of December 31,
	2024			2023
Current taxes
Federal provision	$	500		$	80
State provision (benefit)		(67	)		55
Foreign provision (benefit)		14			16
Total current provision (benefit)		447			151
Deferred taxes
Federal benefit (1)		9,474			(5,799	)
State benefit (1)		3,542			(1,751	)
Foreign benefit		166			(3,415	)
Valuation allowance (1)		(13,093	)		11,037
Total deferred provision (benefit)		89			72
Total provision (benefit) from income taxes	$	536		$	223
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in an increase in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

The reconciliation between the U.S. federal statutory income tax rate to the Company’s estimated annual effective tax for the periods presented is as follows:

	Years Ended December 31,
	2024			2023
U.S. Federal provision at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		6.7	%		(0.1	)%
Effects of rate other than statutory		(3.8	)%		(0.5	)%
Interest disallowance		2.3	%		(0.2	)%
Warrant revaluation		(4.9	)%		2.6	%
Stock compensation (1)		29.1	%		(6.0	)%
Impairment from goodwill and other long-lived assets		0.0	%		(4.7	)%
Sale of Board and Aicel		22.7	%		0.0	%
Nondeductible Intercompany Payable		16.8	%		0.0	%
Nondeductible expenses from recapitalization		27.4	%		(2.9	)%
Change in valuation allowance (1)		(102.7	)%		(8.6	)%
Uncertain tax positions		(10.0	)%		0.0	%
Others		0.8	%		(0.8	)%
Effective tax rate		5.4	%		(0.2	)%
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of 3.6% and an offsetting impact to the change in the valuation allowance.

The Company’s effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to state taxes, stock compensation, and the impact of a valuation allowance on the Company’s deferred tax assets, disallowed interest expense, fair value adjustments on convertible debt, and tax items related to the sale of Board and Aicel.

Deferred Income Taxes

93

Table of Contents

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows as of the dates presented:

	As of December 31,
	2024			2023
Deferred tax assets
Stock compensation (1)	$	2,373		$	2,319
Section 163(j) interest limitation		32,477			33,161
Disallowed original issue discount interest		-			1,527
Deferred revenue		4,928			7,143
Reserves and accruals		925			878
Capitalized research and development		9,341			8,541
Lease liability		6,604			7,375
Federal net operating loss carryforward		21,257			31,682
State net operating loss carryforward		6,467			8,559
Foreign net operating loss carryforward		7,101			7,876
Other deferred tax assets		685			898
Total deferred tax assets		92,158			109,959
Deferred tax liabilities
Basis difference in fixed assets		(1,225	)		(1,505	)
Basis difference in intangibles assets and goodwill		(17,165	)		(20,931	)
Right of use asset		(3,928	)		(4,362	)
Other deferred tax liabilities		(1,995	)		(2,819	)
Total deferred tax liabilities		(24,313	)		(29,617	)
Valuation allowance (1)		(69,779	)		(82,520	)
Net deferred tax liabilities	$	(1,934	)	$	(2,178	)
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

At December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $101,224, of which $1,747 is subject to expiration beginning in 2033 to 2037, and state net operating loss carryforwards of $104,734, which begin to expire in 2029. The utilization of the Company’s net operating loss carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Future changes in stock ownership may result in an ownership change. The Company determined that it underwent an ownership change during 2014 and 2015 as defined by section 382. As a result of the 2014 ownership change, the Company determined that $1,271 of net operating loss carryforward would not be available in future periods. The Company is still in process of analyzing its NOL limitations with respect to 2024. The Company is not aware of any tax law provisions aside from section 382 of the Internal Revenue Code that might limit the availability or utilization of loss or credit amounts. Changes in tax law may also impact our ability to use our net operating loss and tax credit carryforwards.

At December 31, 2024, the Company had Foreign NOL carryforwards in various countries of approximately $31,418, of which $3,079 is subject to expiration beginning in 2031.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years.

94

Table of Contents

The Company decreased the valuation allowance established on its deferred tax assets by $12,741 and increased the valuation allowance established on its deferred tax assets by $16,028 for the tax years ended December 31, 2024 and 2023, respectively. The Company continues to maintain a valuation allowance on its Federal deferred tax assets related to NOL carryforwards and interest expense limitations under 163(j) and on State deferred tax assets associated with states where FiscalNote files separately and CQ Roll Call’s deferred tax liabilities are not able to be utilized. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Under the TCJA provisions, effective with tax years beginning on or after January 1, 2022, taxpayers can no longer immediately expense qualified research and development (R&D) expenditures and are required to capitalize and amortize the costs under section 174. Accordingly, the Company capitalized $19,345 and $23,180 of R&D expenses as of the years ended December 31, 2024 and 2023, respectively. These costs will be amortized for tax purposes over 5 years for R&D performed in the U.S. and over 15 years for R&D performed outside the U.S.

Unrecognized Tax Benefits and Other Considerations

The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. For the year ended December 31, 2024, the Company recorded a lapse in uncertain tax position totaling $639 relating to a state tax filing position. The Company has the following activities relating to unrecognized tax benefits for the periods presented:

	Years Ended December 31,
	2024			2023
Beginning balances at December 31, 2023 and 2022	$	639		$	639
Additions due to current year positions		832			-
Lapses in statutes of limitations		(639	)		-
Ending balances at December 31, 2024 and 2023	$	832		$	639

The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, with the provision for income taxes in the consolidated statements of operations. Included in the balance of unrecognized tax benefits as of December 31, 2024 and December 31, 2023 are $832 and $639, respectively, of tax benefits that, if recognized, would affect the effective tax rate. During the year ended December 31, 2023, $80 of interest was recognized relating to uncertain tax benefits. No interest was recognized related to uncertain tax benefits during the year ended December 31, 2024. The Company released an uncertain tax position related to a DC state combined filing that did not reach a more likely than not conclusion for which the statute has lapsed. In the current year the Company recorded an uncertain tax position related to a deduction for shares distributed for services associated with the payment of convertible debt.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign jurisdictions. As of December 31, 2024, the Company is not under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. Although the timing of the resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months.

Future sales of foreign subsidiaries are not exempt from capital gains tax in the U.S. The Company considers itself permanently reinvested in its foreign subsidiaries, and accordingly, no deferred income tax liability has been recorded for any potential taxable gain that may be realized on a future disposition or liquidation of any of its foreign subsidiaries. It is not practicable for the Company to quantify any deferred income tax liability that would be attributable to those events.

Net Operating Losses

95

Table of Contents

At December 31, 2024, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income in the amount of $101,224 of which a portion is subject to annual limitation. Based on estimates as of December 31, 2024, the Company expects that approximately $48,613 of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2024.

Note 17. Fair Value Measurements and Disclosures

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets

Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or

liability

Level 3 – Unobservable inputs that are supported by little or no market activity

These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. In instances where the determination of fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety, as required under ASC 820-10, "Fair Value Measurement." Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	4,836	$	-	$	-	$	4,836
Short-term investments		-		5,796		-		5,796
Liabilities:
Public warrants	$	1,338	$	-	$	-	$	1,338
Private placement warrants		-		1,120		-		1,120
GPO Convertible Note		-		-		36,524		36,524
Dragonfly Seller Convertible Note		-		-		8,979		8,979

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2023 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	3,044	$	-	$	-	$	3,044
Short-term investments		-		7,134		-		7,134
Liabilities:
Public warrants	$	2,591	$	-	$	-	$	2,591
Private placement warrants		-		2,170		-		2,170
Contingent liabilities from acquisitions		-		-		130		130
Liability classified warrants (a)		-		-		23		23
GPO Convertible Note		-		-		36,954		36,954
Dragonfly Seller Convertible Note		-		-		9,002		9,002
Era Convertible Note		-		-		5,977		5,977
(a) Included in other current liabilities on the balance sheet

96

Table of Contents

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

	Contingent Liabilities from Acquisitions			Liability Classified Warrants			GPO Convertible Note			Dragonfly Seller Convertible Notes			Era Convertible Notes
Balance at December 31, 2022	$	1,579		$	182		$	-		$	-		$	-
Fair value at issuance date		-			-			36,583			8,635			5,500
Contingent consideration at acquisition date		1,445			-			-			-			-
Contingent compensation recognized		337			-			-			-			-
Change in fair value included in the determination of net loss(a)		(357	)		(159	)		(1,411	)		(673	)		477
Earned contingent consideration settled		(281	)		-			-			-			-
Cash contingent compensation earned and subsequently settled		(39	)		-			-			-			-
Unearned contingent compensation reversal		(1,687	)		-			-			-			-
Unearned contingent consideration reversal		(867	)		-			-			-			-
Paid in kind interest		-			-			1,782			854			-
Foreign exchange		-			-			-			186			-
Balance at December 31, 2023		130			23			36,954			9,002			5,977
Fair value at issuance date		-			-			-			-			4,058
Change in fair value included in the determination of net loss(a)		(117	)		(23	)		2,154			425			6,162
Change in fair value included in accumulated other comprehensive income		-			-			(4,443	)		(1,264	)		-
Cash contingent compensation earned and subsequently settled		(13	)		-			-			-			-
Paid in kind interest		-			-			3,792			980			-
Note and interest conversion		-			-			(1,933	)		-			(16,197	)
Foreign exchange		-			-			-			(164	)		-
Balance at December 31, 2024	$	-		$	-		$	36,524		$	8,979		$	-

(a)The change in contingent liabilities from acquisitions is recorded as transaction costs on the consolidated statements of operations and comprehensive income (loss).

Short-Term Investments

The fair value of the short-term investments is based on the quoted market price of the securities on the valuation date. As of December 31, 2024, the estimated fair value of the short-term investments was $5,796. The Company recognized a non-cash loss of $176 for the year ended December 31, 2024 resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the consolidated statements of operations and comprehensive income (loss).

Public Warrants

The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The public warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $5,688. As of December 31, 2024 and December 31, 2023, the estimated fair value of the public warrants was $1,338 and $2,591, respectively. The Company recognized a non-cash gain of $1,254 and $7,691 during the years ended December 31, 2024 and 2023 resulting from the change in fair value of the public warrants. The change in fair value is recorded in change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss).

Private Placement Warrants

The private placement warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $29,259. As of December 31, 2024 and December 31, 2023, the estimated fair value of the private warrants was $1,120 and $2,170, respectively. The Company recognized a non-cash gain of $1,050 and $6,440 during the years ended December 31, 2024 and 2023 resulting from the change in fair value of the private warrants. The

97

Table of Contents

change in fair value is recorded in change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss).

GPO Convertible Note

The GPO Convertible Note was recognized as a liability on its issuance date at its estimated fair value of $36,583. As of December 31, 2024 and December 31, 2023, the estimated fair value of the GPO Convertible Note was $36,524 and $36,954, respectively. The non-cash loss of $2,154 for the year ended December 31, 2024 and non-cash gain of $1,411 for the year ended December 31, 2023 is recorded in the change of fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss). The estimated fair value of the GPO Convertible Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.30	%		3.88	%
Yield		18.00	%		14.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.5			4.5

Dragonfly Seller Convertible Notes

The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $8,635. As of December 31, 2024 and December 31, 2023, the estimated fair value of the Dragonfly Seller Convertible Notes were $8,979 and $9,002, respectively. The non-cash loss of $425 for the year ended December 31, 2024 and the non-cash gain of $673 for the year ended December 31, 2023 is recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss). The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.27	%		3.92	%
Yield		19.50	%		15.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.1			4.1

As of December 31, 2024, the difference between the aggregate fair value and the unpaid principal balance of the Dragonfly Seller Convertible Notes is $4,050.

Era Convertible Note

The First Era Convertible Note was recognized as a liability associated with the Company’s strategic commercial partnership on December 8, 2023 at a fair value of $5,500. The First Era Convertible Note dated January 5, 2024 was recorded at its acquisition date fair value of $801. At December 31, 2023 the fair value of the First Era Convertible Note was $5,977. The total non-cash loss of $3,189 is recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2024. The

98

Table of Contents

following table presents the assumptions used to determine the fair value of the First Era Convertible Note at December 31, 2023:

	December 31, 2023
Common stock share price	$	1.14
Risk free rate		4.17	%
Yield		153.24	%
Expected volatility		63.00	%
Expected term (years)		3.9

Contingent Liabilities from acquisitions

The contingent liabilities from acquisitions are classified as Level 3 in the fair value hierarchy. At December 31, 2024, there were no remaining contingent liabilities from acquisitions. At December 31, 2023, the contingent consideration and compensation relates to the following acquisitions:

	December 31, 2023
Curate	$	4
Equilibrium	112
DT Global	14
Total contingent liabilities from acquisitions	$	130

The Company settled part of the Curate contingent consideration and compensation through an issuance of 83,393 additional shares in a non-cash transaction during the first quarter of 2023 and 83,393 additional shares during the fourth quarter of 2023.

The Company estimated the fair value of the Curate contingent consideration and compensation using a Monte Carlo simulation. These fair value measurements are based on significant inputs not observable in the market and thus represents Level 3 measurements as defined in ASC 820. Significant changes in the key assumptions and inputs could result in a significant change in the fair value measurement of the contingent consideration. The following inputs and assumptions were used to value contingent liabilities from acquisitions as of December 31, 2023:

	Curate
Risk premium		11.00	%
Risk free rate		5.40	%
Revenue volatility		20.00	%
Expected life (years)	0.3

Liability classified warrants

The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants (see Note 9, Debt) is calculated using the Black-Scholes calculation with the following inputs:

	December 31, 2024			December 31, 2023
Common stock fair value	$	1.07		$	1.14
Time to maturity (years)		0.5			1.6
Risk-free interest rate		4.22	%		4.45	%
Volatility		59.0	%		122.0	%
Exercise price	$	8.56		$	8.56

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. Excluding the impairment of an operating lease asset related to certain unoccupied office space and the impairment of goodwill and other long-lived assets as disclosed in Note 5, Leases, Note 7, Intangible Assets, and Note 8, Goodwill, no other impairment events were identified during the years

99

Table of Contents

ended December 31, 2024 and 2023. There were no transfers of assets or liabilities between levels during the years ended December 31, 2024 and 2023. Changes to fair value are recognized as income or expense in the consolidated statements of operations and comprehensive income (loss).

Note 18. Commitments and Contingencies

Legal Proceedings

From time to time the Company is a party to various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved.

As discussed in Note 9, Debt, on June 30, 2023, the Company entered into the Exchange and Settlement Agreement and GPO Convertible Note. Pursuant thereto, on July 3, 2023, (i) the Disputing Lender returned 5,881,723 shares of Class A Common Stock, which the Company subsequently cancelled, (ii) the Company issued the GPO Convertible Note, and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the Investor for additional shares or money damages resulting from the entry into the Merger Agreement), relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the Investor.

100

Table of Contents

Note 19. Subsequent Events

The Company has evaluated subsequent events through April 1, 2025, the date that these financial statements were available to be issued.

Sale of Oxford Analytica and Dragonfly

On February 21, 2025 (the “Signing Date”), FiscalNote, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement with Factiva Ltd., a limited company organized under the laws of England and Wales (the “Buyer”), providing for the sale of all of the outstanding equity interests in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses”), to the Buyer for a total value of $40.0 million in cash. The stated purchase price is subject to adjustments based on the Sold Businesses’ working capital on the date the transactions contemplated by the Equity Purchase Agreement are consummated (the “Closing Date”), indebtedness and transaction expenses, including retention payments payable to certain employees of the Sold Businesses following the Closing Date. The Equity Purchase Agreement contains representations, warranties, covenants and indemnification obligations of the parties customary for transactions similar to those contemplated by the Equity Purchase Agreement.

On March 31, 2025, the Buyer and Seller consummated the transaction pursuant to the Equity Purchase Agreement. Accordingly, the Company received $40.0 million in cash and $0.8 million was deposited into escrow (to satisfy certain potential post-Closing purchase price adjustments and indemnification claims).

Amendment No. 5 to Senior Term Loan

On the Signing Date, the Company also entered into Amendment No. 5 to the Senior Term Loan (“Amendment No. 5”), pursuant to which, among other things, the lenders consented to certain actions which became effective upon the completion of the sale of Sold Businesses, including releasing the liens on Oxford Analytica and Dragonfly's assets and permitting the consummation of the sale in exchange for the permanent retirement of $27.1 million (the “Pay-Down Amount”) of term loans under the Senior Term Loan and payment of approximately $1.8 million of related prepayment and exit fees. In Amendment No. 5, the lenders also waived their rights upon default retroactive to December 31, 2024. Amendment No. 5 also increased the Company’s minimum liquidity covenant and modified the Company’s minimum ARR and adjusted EBITDA covenants, as defined in the Senior Term Loan, in order to appropriately reflect the sale of Oxford Analytica and Dragonfly and the absence of its future contributions to the Company’s overall financial performance and position.

Convertible Note Exchanges

On March 17, 2025 (the “Initial Issuance Date”), the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with EGT 11 LLC (the “Exchange Investor”), pursuant to which the Company (i) issued on the Initial Issuance Date, a Senior Subordinated Convertible Promissory Note (the “Initial Exchange Note”) in favor of the Exchange Investor in an aggregate principal amount of $5.5 million (the “Initial Principal Amount”) and (ii) issued (the date of such issuance, the “Subsequent Issuance Date”), a Senior Subordinated Convertible Promissory Note (the “Subsequent Exchange Note” and together with the Initial Exchange Note, the “Exchange Notes”) in favor of the Exchange Investor in an aggregate principal amount of $269,000 (the “Subsequent Principal Amount” and together with the Initial Principal Amount, the “Principal Amount”), in each case, following the Exchange Investor’s acquisition of, and in exchange for, certain of the Convertible Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) on November 30, 2020 and February 28, 2020, respectively (the “Original Notes”). The Exchange Notes are unsecured, mature on the three-year anniversary of the Initial Issuance Date or Subsequent Issuance Date, as the case may be, and, beginning on the six-month anniversary of the Initial Issuance Date or Subsequent Issuance Date, as the case may be (each, the “Initial Conversion Date”), will accrue interest at the applicable federal rate published by the Internal Revenue Service. The Exchange Notes are contractually subordinated to the Company’s obligations under its senior secured indebtedness, and accordingly the Company’s right to make certain cash payments in connection therewith is limited by the terms of such subordination agreement. Beginning on the applicable Initial Conversion Date, the Exchange Investor may convert the

101

Table of Contents

Exchange Notes into shares (“Conversion Shares”) of the Class A Common Stock, based on the volume weighted average market price of the Class A Common Stock for the 30 consecutive trading day period prior to the date of conversion. In addition, subject to certain limitations, the Company may elect to convert the Exchange Notes into Conversion Shares (the “Optional Conversion Right”) if such Conversion Shares are freely tradeable (as defined in the Exchange Notes). Pursuant to the Exchange Agreement, the Company issued 2,596,050 shares of Common Stock (the “Fee Shares") to the Exchange Investor as an inducement for the Exchange Investor to exchange the Original Notes for the Exchange Notes. In addition, the Company also may be required to issue additional shares of Common Stock (the “Additional Shares”) to the Exchange Investor to the extent that the Exchange Investor’s sales of the Fee Shares and Conversion Shares within 12 months following the earlier of (i) issuance of all Conversion Shares issued pursuant to the Optional Conversion Right or (ii) the applicable Initial Conversion Date (the “Sell-Off Period”) do not generate net cash proceeds to the Exchange Investor equal to 145% of the applicable Principal Amount plus all accrued interest thereupon. As compensation for its brokerage services provided to the Exchange Investor, the Company also issued 300,000 shares of Common Stock to Northland Securities, Inc. (the “Brokerage Fee Shares”). The Exchange Notes provide for customary events of default, upon which repayment of the Exchange Notes may be accelerated.

The foregoing description of the Exchange Agreement and Exchange Notes does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement and the form of Exchange Note, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Note Amendments

On March 25, 2025 (the “Amendment Date”), the Company entered into a letter agreement (the “Amendment”) with each of Nautilus Venture Partners Fund I, L.P. and Nautilus Venture Partners Fund II, L.P. and Wealth Plus Investments Ltd. (the “Legacy Investors”) modifying certain provisions of the Convertible Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) in favor of each of the Legacy Investors on August 26, 2019 (the “Legacy Notes”). The Legacy Notes were assumed by the Company in connection with the Business Combination. As of the Amendment Date, the Legacy Notes had an aggregate principal amount of $10,940 outstanding (including accrued paid in kind interest). The Legacy Notes are unsecured and earn payable in kind interest of 15% per annum, payable annually in arrears. The Maturity Date of the Legacy Notes are July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes maybe accelerated upon certain events of default, including a breach of any covenants under the Legacy Notes, the Company becoming party to bankruptcy, liquidation or other reorganization proceedings, or a default or acceleration of repayment under the Company's other indebtedness.

Subject to certain limitations, the Amendments permit the Company to convert, at its election and from time to time, up to the Applicable Amount (as defined below) of the Legacy Notes into shares (the “Legacy Conversion Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price based on the volume weighted average market price of the Common Stock for the five consecutive trading day period prior to the date of conversion (the “Conversion Price”). The “Applicable Amount” for purposes of the Company’s conversion right means up to 20% of the outstanding principal amount of the Legacy Notes as of the Amendment Date plus PIK interest through the Original Maturity Date, and the Company may only subsequently exercise its conversion right after all Legacy Conversion Shares previously issued to the Legacy Investors have been sold. Pursuant to the Amendments, the Company also may be required to pay cash or issue additional shares of Common Stock (the “Legacy Additional Shares”) to the Legacy Investors to the extent that the Legacy Investors’ sales of the Legacy Conversion Shares prior to the Original Maturity Date do not generate net cash proceeds to the Legacy Investors equal to the aggregate outstanding principal amount of such Legacy Notes as of the Amendment Date plus (a) all PIK interest that would accrue under the Legacy Notes through the Original Maturity Date and (b) all brokerage fees, costs and expenses in selling the Legacy Conversion Shares (the “Repayment Amount”). Any Legacy Additional Shares would be issued by the Company at the Conversion Price. In addition, if the Legacy Investors’ sales of the Legacy Conversion Shares do not generate net cash proceeds equal to the Repayment Amount by the Original Maturity Date, the interest rate under the Legacy Notes would be increased to 25% per annum (the “Additional Interest”) and the then-outstanding principal amount of the Legacy Notes plus all PIK interest (reduced by the net cash proceeds received by the Legacy Investors from the prior sales of the Legacy Conversion Shares, plus any previous cash payments made by the Company to the Legacy Investors (after payment of all brokerage fees, costs and expenses in selling the Legacy Conversion Shares and/or Additional Shares, if any) would be doubled (the "Maturity Date Repayment Amount Difference” and with the Additional Interest, the “Extended Maturity Date Payment”). The

102

Table of Contents

Extended Maturity Date Payment would be due to the Legacy Investors by the Extended Maturity Date, and would be payable in cash or by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Extended Maturity Date Shares”), equal to the quotient produced by dividing the (i) Maturity Date Repayment Amount Difference plus (a) all Additional Interest thereon that would accrue through the Extended Maturity Date and (b) all fees, costs and expenses of the Broker in selling the Extended Maturity Date Shares by (ii) the Conversion Price. If (a) the Legacy Notes remain outstanding until or after the Original Maturity Date, or there is an Extended Maturity Date, and (b) the Company effects a conversion event or a change of control within twelve (12) months after repayment, then (whether or not the Legacy Note has been so repaid) the Legacy Investors shall be entitled to either (i) participate in such conversion event at the conversion price or (ii) to receive the same consideration it would have in the change of control if the Legacy Notes had remained outstanding (less the amount repaid by the Company, if applicable). If the Legacy Investors sell Conversion Shares and/or Additional Shares and the aggregate net cash proceeds in respect thereof received by the Investors equals the Repayment Amount, (a) the Investors shall forfeit the remaining Conversion Shares and/or Additional Shares, as the case may be, and (b) any remaining amount owed in respect of the principal amount and/or accrued interest thereon shall be cancelled. In addition, if the Legacy Investors sell Extended Maturity Date Shares and the aggregate net cash proceeds in respect thereof received by the Legacy Investors equals the Extended Maturity Date Payment, (a) the Legacy Investors shall forfeit the remaining Extended Maturity Date Shares and (b) any remaining amount owed in respect of the Maturity Date Repayment Amount Difference plus Additional Interest thereon that would accrue through the Extended Maturity Date shall be cancelled.

The foregoing description of the Legacy Notes and the Amendments does not purport to be complete and is qualified in its entirety by reference to the form of the composite Legacy Note and the form of Amendment, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

103

Table of Contents

Accordingly, management believes that the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.

Management's Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

•provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the Consolidated Financial Statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that our internal controls over financial reporting were effective as of December 31, 2024.

Because we qualify as an emerging growth company under the JOBS Act, this Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Remediation of Prior Year Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, management identified material weaknesses in our internal control over financial reporting related to the following areas:

•Ineffective information technology general controls related to (a) administrative user access to the Company’s information systems that are relevant to the preparation of the financial statements to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data; (b) user access provisioning and monitoring

•Ineffective controls over the fair market value changes to financial instruments

•Ineffective controls over the accounting for stock compensation

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the fiscal year ended December 31, 2024, we implemented a comprehensive remediation plan to address these material weaknesses. Our remediation efforts to address the aforementioned material weaknesses included removal of inappropriate administrative access. Furthermore, novel controls and enhancements to existing controls surrounding user access management, fair market value changes to financial instruments, and accounting for stock-based compensation were

104

Table of Contents

implemented within the fiscal year. Throughout the year, we monitored the effectiveness of these remediation measures and conducted testing to validate that the new controls were operating effectively.

As a result of these efforts, management has determined that the previously identified material weaknesses have been fully remediated as of December 31, 2024. We believe that the actions taken have strengthened our internal control over financial reporting and addressed the underlying issues that led to the material weaknesses disclosed in the prior year.

Changes in Internal Control over Financial Reporting

Other than the remediation activities described above, there were no changes in our internal controls over financial reporting, as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

As previously reported in our Current Report on Form 8-K filed on February 24, 2025, the Company entered into an equity purchase agreement dated February 21, 2025 (the “Purchase Agreement”) with Factiva Ltd., a limited company organized under the laws of England and Wales (the “Buyer”), providing for the sale of all of the outstanding equity interests held by the Company in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses” and such transaction, the “Equity Sale”).

On March 31, 2025 (the “Closing Date”), the Company received gross proceeds of $40 million upon completion of the Equity Sale, with the proceeds subject to adjustment based on the Sold Businesses’ working capital, indebtedness and transaction expenses, including retention payments payable to certain employees of the Sold Businesses following the Closing Date. In connection with the completion of the Equity Sale, the amendments to Senior Credit Facility previously reported in our February 24, 2025 Form 8-K filing became effective.

The unaudited pro forma combined financial information of the Company, giving effect to (i) the Equity Sale, (ii) the Company’s sale of Board.org, LLC (“Board.org”) and Aicel Technologies, Inc. (“Aicel”) on March 11, 2024 and October 31, 2024, respectively, and (iii) the related paydown of the Company’s senior term loan with proceeds received from the Equity Sale (collectively, the “Transactions”), which includes the unaudited pro forma combined balance sheet as of December 31, 2024 and the unaudited pro forma combined statements of operations and comprehensive loss for the year ended December 31, 2024 and the related notes, are included as Exhibit 99.1 to this Annual Report on Form 10-K and incorporated herein by reference. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 gives pro forma effect to the Transactions as if they had occurred on January 1, 2024. The unaudited pro forma combined balance sheet as of December 31, 2024 gives pro forma effect to the Equity Sale and the related paydown of the Company’s senior term loan with proceeds received from the Equity Sale as if they were completed on December 31, 2024.

The unaudited pro forma financial information included in this Annual Report on Form 10-K has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that the Company will experience after the Transactions.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

105

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information to be included under the captions “Directors,” "Family Relationships," “Code of Ethical Business Conduct,” "Executive Compensation," "Delinquent Section 16(a) Reports," and “Audit Committee,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item. Certain other information relating to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information About our Executive Officers.”

Item 11. Executive Compensation.

The information to be included under the captions “Executive Compensation,” "Director Compensation," and “Compensation Committee Interlocks and Insider Participation,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information to be included under the captions “Equity Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information to be included under the captions “Certain Relationships and Related Party Transactions” and “Director Independence,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Item 14. Principal Accountant Fees and Services.

The information to be included under the caption “Audit, Audit-Related, Tax and all Other Fees" and "Pre-Approval Policies and Procedures” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.
 

Part IV

Item 15. Exhibits, Financial Statement Information.

List of documents filed as part of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements for FiscalNote Holdings, Inc. and related notes and the Report of RSM U.S. LLP (PCAOB No. 49) dated April 1, 2025, are included herein in Part II, Item 8.

Financial Statement Schedules

All schedules have been omitted because the information required to be set forth herein is not applicable or is shown in the financial statements or notes thereto.

Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit Index

106

Exhibit Number	Description	Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
2.1	Agreement and Plan of Merger, dated as of November 7, 2021, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”).	Annex A-1 to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483)
2.2	First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”).	Annex A-2 to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483)
3.1	Certificate of Incorporation of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.).	Exhibit 3.1 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
3.2	Bylaws of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.).	Exhibit 3.2 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
4.1	Description of Securities.	Exhibit 4.1 to the Annual Report on Form 10-K filed on March 28, 2023 (File No. 001-39672)
4.2	Warrant Agreement, dated as of October 28, 2020, by and among Duddell Street Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.	Exhibit 4.1 of DSAC’s Current Report on Form 8-K filed with the SEC on November 2, 2020 (File No. 333-249207)
4.3	Form of Warrant	Exhibit 10.2 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672)
10.1	Amended and Restated Registration Rights Agreement, dated as of July 29, 2022, by and among FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.), Duddell Street Holdings Limited and the other Holders signatory thereto.	Exhibit 10.5 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.2+	Form of Indemnification Agreement.	Exhibit 10.3 to the Current Report on Form 10-Q filed on May 10 , 2024 (File No. 001-396972)
10.3	Amendment and Restatement Agreement, dated as of July 29, 2022, by and among FiscalNote, Inc., the other borrowers party thereto, the guarantors party thereto, Runway Growth Finance Corp., as administrative agent and collateral agent, and the lenders party thereto.	Exhibit 10.7 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.4	Amended and Restated Security Agreement, dated as of October 19, 2020, by and among the persons listed on the signature pages thereto as "Grantors" and those additional entities that thereafter become parties thereto by executing the form of Joinder attached thereto as Annex 1, and Runway Growth Credit Fund Inc. as administrative agent and collateral agent for the lenders.	Exhibit 10.8 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.5#	Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, the Company, FiscalNote Intermediate Holdco, Inc., FiscalNote Holdings II, Inc., Fireside 21, LLC, Factsquared, LLC, The Oxford Analytica International Group, LLC, Oxford Analytica Inc., FiscalNote Boards LLC, Predata, Inc., Curate Solutions, Inc., Forge.AI, Inc., and Frontier Strategy Group LLC, as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto	Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672)
10.6#	Joinder and Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, Dragonfly Eye Limited and Oxford Analytica Limited as New Guarantors, Runway, as administrative agent and collateral agent, and each lender party thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed on May 17, 2023 (File No. 001-39672)
10.7#	Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC	Exhibit 10.8 to the Current Report on Form 10-Q filed on August 9,2023 (File No. 001-39672)

107

	as Borrowers, the Company, FiscalNote Intermediate Holdco, Inc., FiscalNote Holdings II, Inc., Fireside 21, LLC, Factsquared, LLC, The Oxford Analytica International Group, LLC, Oxford Analytica Inc., FiscalNote Boards LLC, Predata, Inc., Curate Solutions, Inc., Forge.AI, Inc., Frontier Strategy Group LLC, Oxford Analytica Ltd. and Dragonfly Eye Ltd., as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto.
10.8#	Amendment No 4 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., and VoterVoice, L.L.C., the Company, FiscalNote Intermediate Holdco, Inc., Fireside 21, LLC, Factsquared, LLC, Predata, Inc., Curate Solutions, Inc., and Frontier Strategy Group LLC, as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto	Exhibit 10.2 to the Current Report on Form 8-K filed on March 15, 2024 (File No. 001-396972)
10.9#	Amendment No 5 to Second Amended and Restated Credit and Guaranty Agreement by and among FiscalNote, Inc., CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, the Company, FiscalNote Intermediate Holdco, Inc., FiscalNote Holdings II, Inc., Fireside 21, LLC, Factsquared, LLC, Predata, Inc., Curate Solutions, Inc., Forge.AI, Inc., and Frontier Strategy Group LLC, as Guarantors, Runway Growth Finance Corp., as administrative agent and collateral agent, and each lender party thereto	Exhibit 10.2 to the Current Report on Form 8-K filed on February 24, 2025 (File No. 001-396972)
10.10+	FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan.	Exhibit 10.9 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.11+	Amendment to the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan.	Exhibit 10.1 to the Current Report on Form 8-K filed on January 3, 2025 (File No. 001-396972).
10.12+	Form of FiscalNote Holdings, Inc. Restricted Stock Unit Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan.	Exhibit 10.12 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.13	Form of FiscalNote Holdings, Inc. Performance Based Restricted Stock Unit Award Agreement under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan.	Exhibit 10.11 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.14	Form of FiscalNote Holdings, Inc. Stock Option Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan.	Exhibit 10.13 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.15+	FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan.	Exhibit 10.10 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972)
10.16+	Employment Agreement between FiscalNote Holdings, Inc. and Timothy Hwang	Exhibit 10.18 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483)
10.17+	Employment Agreement between FiscalNote Holdings, Inc. and Timothy Hwang	Exhibit 10.1 to the Current Report on Form 8-K filed on November 15, 2024 (File No. 001-396972)
10.18+	Employment Agreement between FiscalNote Holdings, Inc. and Josh Resnik	Exhibit 10.19 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483)
10.19+	Employment Agreement between FiscalNote Holdings, Inc. and Josh Resnik	Exhibit 10.2 to the Current Report on Form 8-K filed on November 15, 2024 (File No. 001-396972)
10.20+	Employment Agreement between FiscalNote Holdings, Inc. and Jon Slabaugh	Exhibit 10.9 to the Annual Report on Form 10-K filed on March 28, 2023 (File No. 001-396972)
10.21+	Offer Letter between FiscalNote Holdings, Inc, and Richard Henderson	Exhibit 10.10 to the Annual Report on Form 10-K filed on March 14, 2024 (File No. 001-396972)
10.22	Sponsor Agreement, dated as of November 7, 2021, by and among Duddell Street Holdings Limited, FiscalNote Holdings, Inc., Duddell Street Acquisition Corp. and certain of its shareholders.	Exhibit 10.1 to the Current Report on Form 8-K filed on November 8, 2021 (File No. 333-249207)
10.23+	FiscalNote Holdings, Inc. Change in Control Severance Plan, effective as of October 5, 2021.	Exhibit 10.14 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483)
10.24+	Amendment No. 1 to FiscalNote Holdings, Inc. Change in Control Severance Plan, effective as of March 22, 2022.	Exhibit 10.15 to DSAC’s Registration Statement on Form S-4/A filed on July 1, 2022 (File No. 333-261483)

108

10.25+	Executive Severance Plan, effective as of April 3, 2023	Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2023 (File No. 001-39672)
10.26	AI Co-Pilot Partnership Agreement, dated as of December 8, 2023, by and between the Registrant, FiscalNote, Inc. and EGT-East, LLC	Exhibit 10.1 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672)
10.27	Securities Purchase Agreement, dated as of December 8, 2023, by and between the Registrant and EGT-East, LLC	Exhibit 10.2 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672)
10.28	Form of Note	Exhibit 10.3 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672)
10.29	Registration Rights Agreement, dated as of December 8, 2023, by and between the Registrant and EGT-East, LLC	Exhibit 10.4 to the Current Report on Form 8-K filed on December 11, 2023 (File No. 001-39672)
10.30	Exchange and Settlement Agreement, dated as of June 30, 2023, including the form of New Note	Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2023 (File No. 001-39672)
10.31	Securities Purchase Agreement, dated as of November 12, 2024, by and between FiscalNote Holdings, Inc. and EGT 10, LLC.	Exhibit 10.1 to the Current Report on Form 10-Q filed on November 12, 2024 (File No. 001-39672)
10.32	Form of Note	Exhibit 10.2 to the Current Report on Form 10-Q filed on November 12, 2024 (File No. 001-39672)
10.33	Registration Rights Agreement, dated as of November 12, 2024, by and between FiscalNote Holdings, Inc, and EGT 10, LLC.	Exhibit 10.3 to the Current Report on Form 10-Q filed on November 12, 2024 (File No. 001-39672)
10.34	Securities Exchange Note, dated as of March 17, 2025	Filed with this report.
10.35	Registration Rights Agreement, dated as of March 17, 2025	Filed with this report.
10.36	Exchange Note Agreement, dated as of March 17, 2025, including the form of New Note	Filed with this report.
10.37	Form of Assumed Convertible Subordinated Note as amended March 25, 2025	Filed with this report.
10.38	Form of Letter Agreement of the Assumed Convertible Subordinated Note, dated as of March 25, 2025	Filed with this report.
19.1	Insider Trading Policy	Filed with this report.
21.1	List of Subsidiaries of the Registrant	Filed with this report.
23.1	Consent of RSM US LLP	Filed with this report.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).	Filed with this report.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).	Filed with this report.
32	Section 1350 Certifications.	Furnished with this report.
97.1	Clawback Policy, effective as of November 2, 2023	Exhibit 97.1 to Annual Report on Form 10-K filed on March 15, 2024 (File No. 001-39672)
99.1	Unaudited Pro Forma Financial Statements for the Sales of Oxford Analytica and Dragonfly	Filed with this report.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.	Submitted electronically with this report.
101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbased Documents.	Submitted electronically with this report.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	Submitted electronically with this report.

+ Indicates a management contract or compensatory plan.

# Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that they are not material and is the type of information that the registrant treats as private and confidential.

Item 16. Form 10-K Summary

None.

109

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 thereunto duly authorized.

	FISCALNOTE HOLDINGS, INC.
Date: April 1, 2025	By:	/s/ Jon Slabaugh
		Name: Jon Slabaugh
		Title: Chief Financial Officer

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Josh Resnik	Chief Executive Officer and Director	April 1, 2025
Josh Resnik	(Principal Executive Officer)
/s/ Jon Slabaugh	Chief Financial Officer and Chief Investment Officer	April 1, 2025
Jon Slabaugh	(Principal Financial Officer)
/s/ Paul Donnell	Chief Accounting Officer	April 1, 2025
Paul Donnell	(Principal Accounting Officer)
/s/ Timothy Hwang	Director	April 1, 2025
Timothy Hwang
/s/ Michael J. Callahan	Director	April 1, 2025
Michael J. Callahan
/s/ Key Compton	Director	April 1, 2025
Key Compton
/s/ Manoj Jain	Director	April 1, 2025
Manoj Jain
/s/ Stanley McChrystal	Director	April 1, 2025
Stanley McChrystal
/s/ Keith Nilsson	Director	April 1, 2025
Keith Nilsson
/s/ Anna Sedgley	Director	April 1, 2025
Anna Sedgley
/s/ Brandon Sweeney	Director	April 1, 2025
Brandon Sweeney

110

EX-10.34

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 17, 2025, by and between FISCALNOTE HOLDINGS, INC., a Delaware corporation, with headquarters located at 1201 Pennsylvania Ave NW, 6th Floor, Washington, D.C. 20004 (the “Company”), and EGT 11 LLC a Delaware limited liability company, with its address at [***] (the “Investor”). The Company and the Investor are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties”.

WHEREAS:

A.The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B.Immediately prior to the execution of this Agreement, the Investor entered into that certain Purchase and Assignment Agreement with Sungrove Limited (“Sungrove”), pursuant to which Sungrove sold and assigned, and the Investor purchased and accepted, Sungrove’s entire interest in that certain Subordinated Convertible Promissory Note, by and between the Company and Sungrove, dated November 30, 2020 (the “Sungrove Legacy Note”) and all rights thereunder;

C.After the execution of this Agreement, the Investor expects to enter into a Purchase and Assignment Agreement with Stewart Investments (WA) Pty Ltd. (“Stewart”), pursuant to which Stewart shall sell and assign, and the Investor shall purchase and accept, Stewart’s entire interest in that certain Subordinated Convertible Promissory Note, by and between the Company and Stewart, dated February 28, 2020 (the “Stewart Legacy Note” and collectively with the Sungrove Legacy Note, the “Legacy Notes”) and all rights thereunder;

D.In connection with the execution of this Agreement, the Company and the Investor are entering into a registration rights agreement (the “Registration Rights Agreement”) obligating the Company to register the Conversion Shares, Fee Shares and Additional Shares, each as defined herein; and

E.The Investor and the Company desire to exchange the Legacy Notes, upon the terms and conditions set forth in this Agreement, for one or more Convertible Promissory Notes of the Company, in the aggregate principal amount of $5,769,000 (the “Principal Amount” and, such notes together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, (each a “Note” and collectively, the “Notes”), convertible into shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Notes.

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

2.Exchange of Legacy Notes.

a.Exchange of Sungrove Note. On the Initial Closing Date (as defined below), the Company shall exchange the Sungrove Legacy Note for a Note in the aggregate principal amount of $5,500,000 and the Investor agrees it shall deliver the Sungrove Legacy Note for cancellation, in each case, subject to the express terms of the Note and this Agreement.

b.Exchange of Stewart Note. On the Subsequent Closing Date (as defined below), the Company shall exchange the Stewart Legacy Note for a Note in the aggregate principal amount of $269,000 and the Investor agrees it shall deliver the Stewart Legacy Note for cancellation, in each case, subject to the express terms of the Note and this Agreement.

c.Initial Closing Date. The date and time of the issuance of the Sungrove Note and cancellation of the Sungrove Legacy Note pursuant to this Agreement (the “Closing Date”) shall be 2:00 PM, Eastern time, on the date hereof, it being understood and agreed that the Parties intend for the Closing Date to occur on the date the Investor consummates the transactions contemplated by the Purchase and Assignment Agreement with Sungrove Limited.

d.Subsequent Closing Date. On the date the Investor consummates the transactions contemplated by the Purchase and Assignment Agreement with Stewart (the “Subsequent Closing Date”), the Company and the Investor shall consummate the transactions contemplated by Section 1(b) hereof.

3.Issuance of Fee Shares/Additional Shares.

a.On the Initial Closing Date or Subsequent Closing Date, as the case may be, subject to Section 2(i) hereof, the Company shall issue to the Investor a number of shares of Common Stock (the “Fee Shares”) equal to (i) 45% of the applicable Principal Amount, divided by (ii) the Measurement Price for the thirty (30) VWAP Trading Day period on (and including) the last trading day preceding the Initial Closing Date or Subsequent Closing Date, as the case may be, rounded to the nearest whole share.

b.Certain Defined Terms: As used herein:

(i)“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

(ii)“Measurement Price” means the arithmetic average of the VWAPs calculated for each VWAP Trading Day in the applicable measurement period.

(iii)“VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NOTE <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume- weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a

2

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

nationally recognized independent investment banking firm selected by the Company). The VWAP for any VWAP Trading Day will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

(iv)“VWAP Trading Day” means a day on which trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

c.The Investor shall not be permitted to sell the Fee Shares before the six (6) month anniversary of the Initial Closing Date or Subsequent Closing Date, as the case may be; provided, however, if the Company issues any Conversion Shares (as defined below) pursuant to its conversion right under Section 3(b) of the Notes (“Optional Conversion Right”), then the Investor may sell a pro-rata portion of the Fee Shares. Any Fee Shares may be sold pursuant to the Investor’s then-existing trading plan with the Broker (as defined herein).

d.If the Investor sells the Fee Shares and all shares of Common Stock resulting from the conversion of 100% of the applicable Principal Amount (together with a accrued interest thereon) (the “Conversion Shares”) within 12 months following the earlier of (i) issuance of all Conversion Shares issued pursuant to the Optional Conversion Right or (ii) the Initial Conversion Date (as defined in the Notes) (the “Sell-Off Period”), the Company shall issue, subject to Section 2(i) hereof, to the Investor a number of additional shares of Common Stock with a value equal to 145% of the applicable Principal Amount, minus the net cash proceeds received by the Investor (as evidenced based on documentation to be provided by the Investor pursuant to Section 2(h) hereof) from the sale of the Fee Shares and the Conversion Shares (the “Additional Shares”); provided, however, if the aggregate daily trading volume for all trading days in the Sell-Off Period is less than 500% of the total number of the Fee Shares and Conversion Shares in the aggregate, the Company will extend the Sell-Off Period for a reasonable time period to be mutually agreed by the Investor and the Company, to permit the Investor to sell any remaining Fee Shares and/or Conversion Shares and receive any Additional Shares as required by this Section 2(d).

e.In the event of a bankruptcy or similar insolvency event (“Insolvency Event”) concerning the Company prior to the conclusion of the Sell-off Period, the Company, in lieu of its obligation to issue the Additional Shares, shall be required to repurchase the Fee Shares then-held by the Investor for a cash amount equal to 45% of the applicable Principal Amount minus the net cash proceeds received by the Investor from any prior sale of Fee Shares.

f.In the event of a Fundamental Change (as defined in the Notes) prior to the expiration of the Sell-Off Period, the Company’s obligation to issue Additional Shares shall be terminated and the Investor shall have the right to exchange the Conversion Shares and Fee Shares for consideration payable to the Company’s shareholders in the transaction giving rise to the Fundamental Change; provided, however, that the Investor shall have the right to exchange any unconverted portion of the Notes into an amount of cash equal to the remaining applicable Principal Amount (plus any accrued interest thereon) on the date of such Fundamental Change; and provided, further, that if the Fundamental Change results in a Termination in Trading (as

3

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

defined in the Notes), the Investor is entitled to require the Company to repurchase the Fee Shares then-held by the Investor for a cash amount equal to 45% of the applicable Principal Amount minus the net cash proceeds received by the Investor from any sale of Fee Shares.

g.In the event the Company repays a Note prior to its maturity and prior to the conclusion of the applicable Sell-off Period, the Company, in lieu of its obligation to issue the Additional Shares, shall be required to repurchase the Fee Shares then-held by the Investor for a cash amount equal to 45% of the applicable Principal Amount minus the net cash proceeds received by the Investor from any prior sale of Fee Shares.

h.When determining the net cash proceeds received by the Investor from any sale of Fee Shares or Additional Shares, as the case may be, under this Agreement, the Investor will provide such supporting documentation as the Company reasonably requests.

i.Notwithstanding anything to the contrary contained herein, the Company shall not issue any shares of Common Stock pursuant to the terms of this Agreement, and the Investor shall not have the right to any shares of Common Stock otherwise issuable pursuant to the terms of this Agreement and any such issuance shall be null and void and treated as if never made, to the extent that after giving effect to such issuance, the Investor together with the other Attribution Parties (as defined herein) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Investor and the other Attribution Parties shall include the number of shares of Common Stock held by the Investor and all other Attribution Parties, plus the number of shares of Common Stock issuable pursuant to the terms of this Agreement with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including any convertible notes or convertible preferred stock or warrants) beneficially owned by the Investor or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(i). For purposes of this Section 2(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Investor may acquire pursuant to the terms of this Agreement without exceeding the Maximum Percentage, the Investor may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (ii) a more recent public announcement by the Company or (iii) any other written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). Prior to the issuance of any Conversion Shares and/or Additional Shares, the Company shall provide the Investor two (2) Business Day notice (which notice shall include the number of shares of Common Stock then-outstanding) of any Conversion Shares and/or Additional Shares to be issued, and if the issuance of the Conversion Shares and/or Additional Shares would otherwise not comply with Section 2(i) hereof, the Investor shall be required to notify the Company to defer the issuance of the Conversion Shares and/or Additional Shares within such two (2) Business Day notice period by sending the Company a notice of delay (the “Notice of Delay”) which shall specify the number of Conversion Shares and/or Additional Shares to be

4

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

so deferred and the date such Conversion Shares and/or Additional Shares that are not so deferred shall be delivered in accordance with this Agreement; provided, however, the Company shall be obligated to issue such Conversion Shares and/or Additional Shares no more than two Business Days after the Investor sends the Notice of Delay. At the Investor’s request, the Company will issue the Conversion Shares and/or Additional Shares in one or more installments, provided, however, that the Company shall not be required to issue Conversion Shares and/or Additional Shares in installments of less than the lesser of (i) 50,000 shares of Common Stock or (ii) the maximum number of shares that the Investor may sell pursuant to Section 5(i) hereof. The Investor will establish and maintain an account with the Company’s transfer agent to facilitate the issuance of Conversion Shares, Fee Shares and Additional Shares. If the Company receives a Notice of Delay from the Investor at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Investor in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Delay would otherwise cause the Investor’s beneficial ownership, as determined pursuant to this Section 2(i), to exceed the Maximum Percentage, the Investor shall notify the Company of a reduced number of shares of Common Stock to be received pursuant to such Notice of Delay. For any reason at any time, upon one day written or oral request of the Investor, the Company shall use commercially reasonable efforts to (within one VWAP Trading Day) confirm, orally and in writing or by electronic mail to the Investor the number of shares of Common Stock then outstanding. In the event that the issuance of shares of Common Stock to the Investor under this Agreement would result in the Investor and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the Investor shall notify the Company in writing to reduce the number of shares so issued by which the Investor’s and the other Attribution Parties’ aggregate beneficial ownership would exceed the Maximum Percentage (the “Excess Shares”) and the issuance of such Excess Shares shall be deemed null and void and shall be cancelled ab initio and any number of issued Conversion Shares, Fee Shares and/or Additional Shares, as the case may be, will be reinstated, and the Investor shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Investor may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (x) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (y) any such increase or decrease will apply only to the Investor and the other Attribution Parties. For purposes of clarity, it is the intent of the Company and the Investor that the shares of Common Stock issuable pursuant to the terms of this Agreement in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Investor for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this Section 2(i) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(i) to the extent necessary to correct this Section 2(i) (or any portion of this Section 2(i)) that may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 2(i) may not be waived and shall apply to a successor of the Investor to this Agreement.

j.For the purposes of Section 2(i),

5

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

(i)“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

(ii)“Attribution Parties” means, collectively, the following Persons: (a) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Closing Date or Subsequent Closing Date, as the case may be, directly or indirectly managed or advised by the Investor’s investment manager or any of its Affiliates or principals, (b) any direct or indirect Affiliates of the Investor or any of the foregoing, (c) any Person acting or who could be deemed to be acting as a Group together with the Investor or any of the foregoing and (d) any other Person whose beneficial ownership of the Common Stock would or could be aggregated with the Investor and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Investor and all other Attribution Parties of the Investor to the Maximum Percentage.

(iii)“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

(iv)“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

(v)“Group” means a “group” as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and as defined in Rule 13d-5 thereunder.

(vi)“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

4.The Investor’s Representations and Warranties. The Investor represents and warrants to the Company as of the Initial Closing Date and the Subsequent Closing Date that:

a.Investment Purpose. The Investor is acquiring the Notes and the shares of Common Stock issuable upon conversion thereof (the “Conversion Shares”), and is receiving the Fee Shares and any Additional Shares (collectively with the Notes, the Fee Shares and the Conversion Shares, the “Securities”) for its own account for investment purposes and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b.Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c.Reliance on Exemptions. The Investor understands that the Securities are being offered and issued to it in reliance upon specific exemptions from the registration

6

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

d.Information. The Investor and its advisors, if any, have been, and for so long as the Notes remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Securities that have been requested by the Investor or its advisors. The Investor and its advisors, if any, have been, and for so long as the Notes remain outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Investor any material nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Investor. Neither such inquiries nor any other due diligence investigation conducted by the Investor or any of its advisors or representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section 4.

e.Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f.Transfer or Re-sale. The Investor understands that: (i) the issuance of the Securities has not been and is not being, registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (A) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (B) the Investor shall have delivered to the Company an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, and reasonably acceptable to the Company, (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Investor that agrees to sell or otherwise transfer the Securities only in accordance with this Section 3.f and that is an Accredited Investor, (D) the Securities are sold pursuant to Rule 144, or (E) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, and reasonably acceptable to the Company; (ii) any sale of Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any re-sale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

7

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

g.Legends.

(i)The Investor understands that until such time as the Securities have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act (“Rule 144A”)or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities (in certificated or book entry form) may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT.”

The legend set forth above shall be removed and the Company shall cause the applicable shares of Common Stock to be reissued without such legend to the holder of any Security upon which it is stamped in certificated or book-entry form or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (i) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (ii) the Company or the Investor provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 5(f) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be in form and substance reasonably acceptable to the Company. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Investor agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

(ii)The Investor understands that, until the Initial Conversion Date, the Fee Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Fee Shares):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SECURITIES EXCHANGE

8

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

AGREEMENT, DATED AS OF MARCH 17, 2025, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ACQUIRER NAMED THEREIN. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD UNTIL THE SIX (6) MONTH ANNIVERSARY OF THE ISSUANCE OF SUCH SECURITIES.”

The legend set forth above shall be removed on the number of shares of Fee Shares the holder is permitted to sell under Section 2(c) hereof, and the Company shall cause the applicable shares of Fee Shares to be reissued without such legend to the holder of any shares of Fee Shares upon which it is stamped in certificated or book-entry form or (as requested by such holder) issue the applicable shares of Fee Shares to such holder by electronic delivery by crediting the account of such holder’s broker with DTC, provided that such shares do not then bear the legend set forth in Section 3(g)(i).

h.Authorization; Enforcement. Each of this Agreement and the Registration Rights Agreement has been duly and validly authorized by the Investor and has been duly executed and delivered on behalf of the Investor, and each constitutes a valid and binding agreement of the Investor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

i.Residency. The principal place of business of the Investor is set forth immediately below the Investor’s name on the signature pages hereto.

5.Representations and Warranties of the Company. The Company represents and warrants to the Investor as of the as of the Initial Closing Date and Subsequent Closing Date that:

a.Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company and its subsidiaries taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

b.Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Notes, the Subordination Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”), and to consummate the transactions contemplated hereby and thereby and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Company’s execution and delivery of the Transaction Documents and the consummation by it of the transactions contemplated thereby (including the issuance of the Notes and Fee Shares, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Notes and the Additional Shares) have been duly authorized by the Company’s Board of Directors and no further consent

9

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) the Transaction Documents (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign the Transaction Documents and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) each of the Transaction Documents will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms; provided, however, in the case of clauses (i) and (ii), in the event the issuance of the Conversion Shares, Fee Shares and/or Additional Shares (taking into account any prior issuance of Conversion Shares, Fee Shares and/or Additional Shares and the issuance of 300,000 shares of Common Stock to Northland Securities, Inc. as compensation for its brokerage services provided to the Investor (the “Brokerage Fee Shares”), as the case may be), would result in the issuance in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock and Class B Stock, taken as a whole, on the date hereof (the “NYSELimit”), such issuance shall be subject to the approval of the Company’s shareholders (“Shareholder Approval”) as may be required by Section 312 of the New York Stock Exchange Listed Company Manual or the rules and regulations of any successor national securities exchange (the “Principal Market”).

c.Capitalization; Governing Documents. As of the Initial Closing Date, the authorized capital stock of the Company consists of: 1,809,000,000 authorized shares, of which 1,700,000,000 are the Common Stock, 9,000,000 are Class B common stock, par value $0.0001 per share (the “Class B Stock”) and 100,000,000 are preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of March 13, 2025, 141,940,087 shares of Common Stock were issued and outstanding, 8,290,921 shares of the Class B Stock were issued and outstanding and no shares of Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company and the Conversion Shares Fee Shares and/or Additional Shares, if any, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of the Company’s capital stock are subject to preemptive rights or any other similar rights of the Company’s shareholders or any liens or encumbrances imposed through the Company’s actions or failure to act. As of the Initial Closing Date, other than as set forth in the SEC Documents (as defined below) or as have been or may be granted or issued pursuant to the Company’s 2022 Long-Term Incentive Plan, its 2022 Employee Stock Purchase Plan and its 2024 Inducement Equity Incentive Plan (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of the Company’s capital stock, or arrangements by which the Company is or may become bound to issue additional shares of capital stock and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act. The Company has furnished or made available to the Investor true and correct copies of the Company’s Certificate of Incorporation as currently in effect (the “Certificate of Incorporation”), the Company’s By-laws, as currently in effect (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

d.Issuance of Shares. Subject only to the receipt of the Shareholder Approval with respect to the issuance of any Conversion Shares, Fee Shares, Additional Shares and/or

10

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

Brokerage Fee Shares that exceed (taking into account any prior issuance of Conversion Shares, Fee Shares, Additional Shares and/or Brokerage Fee Shares, as the case may be) the NYSE Limit, the Conversion Shares, the Fee Shares and Additional Shares are duly authorized and the Conversion Shares and Additional Shares are reserved for issuance. The Fee Shares are validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of the Company’s shareholders and will not impose personal liability upon the holder thereof. The Additional Shares and the Conversion Shares, if and to the extent issued upon conversion of the Notes in accordance with its terms, upon issuance will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of the Company’s shareholders and will not impose personal liability upon the holder thereof.

e.Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Fee Shares, the Additional Shares and the Conversion Shares to the Common Stock. The Company further acknowledges that its obligations to issue the Fee Shares and the Additional Shares and, upon conversion of the Notes, the Conversion Shares, in accordance with this Agreement, and the Notes are absolute and unconditional, subject to the receipt of the Shareholder Approval with respect to the issuance of any Common Stock that exceeds the NYSE Limit, regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

f.No Conflicts. The Company’s execution, delivery and performance of this Agreement and the Notes and the Company’s consummation of the transactions contemplated hereby and thereby (including the issuance of the Fee Shares and reservation for issuance of the Conversion Shares and Additional Shares, if any, subject only to the receipt of the Shareholder Approval with respect to the issuance of any Conversion Shares, Fee Shares and Additional Shares that exceed (taking into account any prior issuance of Conversion Shares, Fee Shares, Additional Shares and/or Brokerage Fee Shares, as the case may be) the NYSE Limit) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The Company is not in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its subsidiaries is in default (and no event has occurred that with notice or lapse of time or both could put the Company or any of its subsidiaries in default) under, and neither the Company nor any of its subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which any property or assets of the Company

11

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

or any of its subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement, including the potential need to obtain Shareholder Approval with respect to the issuance of shares in excess of the NYSE Limit, and as required under the 1933 Act, any applicable state securities laws, the applicable rules and regulations of the Principal Market or as has been obtained or made, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Notes in accordance with the terms hereof or thereof or to issue the Notes, Fee Shares and/or Additional Shares in accordance with the terms hereof and, upon conversion of the Notes, issue the Conversion Shares.

g.SEC Documents; Financial Statements. Since December 31, 2023, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed since December 31, 2023 and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, collectively, the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Company’s financial statements included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2024, and (ii) obligations under contracts and commitments incurred in the ordinary course of business, and not required under generally accepted accounting principles to be reflected in such financial statements, that, individually or in the aggregate, are not material to the Company’s financial condition or operating results. As of the date hereof, except for the transactions contemplated by the Transaction Documents, no event has occurred that would be required to be disclosed on a Current Report on Form 8-K that has not been so disclosed. The Company is subject to the reporting requirements of the 1934 Act.

h.Absence of Certain Changes. Since September 30, 2024, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse

12

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

development in the Company’s assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status.

i.Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect, other than those disclosed in the SEC Documents. The SEC Documents contain a complete list and summary description of any pending or, to the Company’s knowledge, threatened material proceeding against or affecting the Company or any of its subsidiaries. The Company and its subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing.

j.Intellectual Property. The Company and each of its subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any Person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, that challenges the right of the Company or of a subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the Company’s knowledge, the Company’s and its subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any Person; and the Company is unaware of any facts or circumstances that might give rise to any of the foregoing. The Company and each of its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of its Intellectual Property.

k.No Materially Adverse Contracts, Etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that, in the judgment of the Company’s officers, has or is reasonably expected in the future to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to any contract or agreement that, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.

l.Tax Status. The Company and each of its subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company or its subsidiaries have set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company’s officers know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating

13

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

m.Transactions with Affiliates. Except (i) as disclosed in the SEC Documents, (ii) for arm’s length transactions pursuant to which the Company or any of its subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or such subsidiaries could obtain from third parties and (iii) the grant of stock options described in the SEC Documents, none of the Company’s officers, directors, or employees is presently a party to any transaction with the Company or any of its subsidiaries (other than for services as employees, officers and directors).

n.Disclosure. All information relating to or concerning the Company or any of its subsidiaries set forth in this Agreement and provided to the Investor pursuant to Section 3.d hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its business, properties, prospects, operations or financial conditions that, under applicable law, rule or regulation, requires the Company’s public disclosure or announcement that has not been so publicly disclosed in the SEC Documents (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

o.No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Investor.

p.No Brokers. Other than arranging for the sale of the shares of Common Stock pursuant to the Trading Plan (as defined below), the Company has taken no action that would give rise to any claim by any Person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

q.Permits; Compliance. The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the Company’s knowledge, threatened regarding suspension or cancellation of any of the Company Permits. The Company is not in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2024, the Company has not received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

14

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

r.Environmental Matters. The Company (i) has not violated any applicable environmental laws in any material respect, (ii) does not maintain any properties or assets that have been designated in any manner pursuant to any environmental protection statute as a hazardous materials disposal site, and (iii) has not received any notice, summons, citation or directive from the Environmental Protection Agency or any other similar governmental authority.

s.Title to Property. The Company and its subsidiaries have a valid leasehold interest in all real property leased by them and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

t.Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which the Company is engaged, including, but not limited to, directors and officers insurance coverage.

u.Internal Accounting Controls. Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls sufficient, in the judgment of the Company’s Board of Directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

v.Foreign Corrupt Practices. Neither the Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of his or her actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w.No Investment Company. The Company is not, and upon the issuance of the Securities will not be, an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

x.No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its subsidiaries and an unconsolidated or

15

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

other off balance sheet entity that the Company is required to disclose in its 1934 Act filings and is not so disclosed, or that otherwise could be reasonably likely to have a Material Adverse Effect.

y.No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

z.Manipulation of Price. The Company has not, and to the Company’s knowledge, no one acting on its behalf has: (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities; (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities; or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

aa.Outstanding Indebtedness. The Company has no outstanding Indebtedness, except pursuant to the agreements listed on Exhibit B hereto, and Exhibit B identifies, as of the date hereof, the Indebtedness that is senior to the Notes, the Indebtedness that is secured by a valid security interest and Indebtedness that is unsecured. “Indebtedness” shall mean any debt that is required to be disclosed on the Company’s balance sheet in accordance generally accepted accounting principles; provided, however, Indebtedness shall not include any unsecured debt incurred in the ordinary course of business.

6.ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

a.Blue Sky Laws. The Company shall, on or before the Initial Closing Date and Subsequent Closing Date, as the case may be, take such action as the Company shall reasonably determine is necessary to qualify the Securities for issuance to the Investor under applicable federal or state securities laws (or to obtain an exemption from such qualification).

b.Listing. The Company will, so long as the Investor owns any of the Conversion Shares, Fee Shares and/or Additional Shares promptly provide to the Investor copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. At or before the Closing, the Company will have submitted to the New York Stock Exchange a Supplemental Listing Application with respect to the Conversion Shares, Fee Shares and/or Additional Shares. The Company will use its commercially reasonable efforts to maintain the listing of the Conversion

16

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

Shares, Fee Shares and/or Additional Shares on the New York Stock Exchange for so long as the Common Stock is then so listed.

c.No Integration. The Company shall not make any offers, issuances or sales of any security (other than the Securities) under circumstances that would require registration of the Securities under the 1933 Act.

d.Support for Shareholder Approval. In the event that the issuance of the Fee Shares, Conversion Shares, Additional Shares and/or Brokerage Fee Shares exceed the NYSE Limit or otherwise require Shareholder Approval, the Company shall use its commercially reasonable efforts to seek the Shareholder Approval in accordance with Delaware law and the rules and regulations of the SEC and the NYSE, it being agreed and understood that the Company cannot guarantee that such Shareholder Approval will be obtained.

e.Disclosure of Transactions and Other Material Information. Promptly following the Initial Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching this Agreement (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate.

f.Legal Counsel Opinions. Upon the request of the Investor from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Investor a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares, Fee Shares and/or Additional Shares by the Investor or its affiliates, successors and assigns has been registered or is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Fee Shares, Conversion Shares and/or Additional Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement); provided, however, the Investor shall be required to deliver the certificate attached hereto as Exhibit C (with such revisions as may be reasonably requested by the Company’s transfer agent) prior to the issuance of the Legal Counsel Opinion. Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Investor may secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion and will reimburse the Investor for any reasonable and documented legal fees therefor.

g.Forfeiture of Shares/Cancellation of Principal. Notwithstanding anything to the contrary herein, if the Investor sells the Conversion Shares, Fee Shares and/or Additional Shares for, net of brokerage fees and expenses, an amount equal to 145% of the appliable Principal Amount, Buyer shall be required to return any remaining Conversion Shares, Fee Shares and/or Additional Shares to the Company and shall cooperate with the Company and deliver all

17

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

documents reasonably requested to effectuate such return of the Conversion Shares, Fee Shares and/or Additional Shares (“ForfeitureEvent”). In addition, upon a Forfeiture Event the Buyer agrees to cancel any remaining applicable Principal Amount owed under the applicable Note and shall cooperate with the Company and deliver all documents reasonably requested to effectuate such cancellation.

h.No Hedging. The Investor agrees that so long as the Notes are outstanding, it shall not engage in any hedging activities including any transaction by which any economic risks and/or rewards, or ownership, of the Notes, the Conversion Shares, the Fee Shares or any Additional Shares are transferred or affected.

i.Use of Proceeds. The Investor hereby acknowledges that the Company may use the proceeds from the Notes for any corporate purpose.

j.Sales Limitation. Notwithstanding anything to the contrary herein, the Investor agrees that it shall not sell any Conversion Shares, Fee Shares and/or Additional Shares on any trading day if such sales taken together would exceed 20% of the average daily trading volume for the trailing 30 day period; provided, however, this limitation shall not apply to sales made pursuant to Section 5(k).

k.Organized Sales. If the Company exercises its Optional Conversion Right, the disposition of the Conversion Shares, Fee Shares and Additional Shares, if any, shall be governed by a trading plan (the “Trading Plan”) to be mutually agreed to by the Company and the Investor in good faith and executed by Northland Securities, Inc. (the “Broker”) or another broker mutually acceptable to the Company and the Investor. Notwithstanding anything to the contrary herein, if the Investor moves any of the Fee Shares or Conversion Shares out of its account at the Broker, it shall forfeit its right to receive any Additional Shares pursuant to the terms of this Agreement; provided, however, the Investor shall have the right to modify or alter the Trading Plan with the consent of the Company without forfeiting its right to receive any Additional Shares. For the avoidance of doubt, the Investor has the right to modify or alter its Trading Plan after the Initial Conversion Date without forfeiting its right to receive any Additional Shares.

l.Share Cap Limit. The Investor acknowledges that in no event shall the Company be required to issue Conversion Shares, Fee Shares and/or Additional Shares, if any, if such issuance, when aggregated with the issuance of the Brokerage Fee Shares and any other shares of Common Stock pursuant to this Agreement, would in the aggregate result in the issuance in excess of 19.99% of the issued and outstanding Common Stock and Class B Stock, taken as a whole, on the date hereof until Shareholder Approval is obtained pursuant to this Agreement.

m.Expenses. Each party will bear its own legal and other expenses with respect to the transactions contemplated hereby; provided, that the Company will reimburse the Investor for up to $50,000 of its reasonable and documented legal and other third party expenses.

7.Transfer Agent Instructions. Upon receipt of a conversion notice in respect of the Conversion Shares, the Company shall issue instructions to the Company’s transfer agent to issue certificates or a book-entry position, registered in the name of the Investor or its nominee, in such

18

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

amounts as specified from time to time by the Investor to the Company in accordance with the terms within 2 Business Days of receipt of a conversion notice. The Company warrants that: (i) no instruction other than the instructions referred to in this Section 6 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Notes; (ii) it will not direct its transfer agent not to transfer or delay, impair, or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Securities to be issued to the Investor, including upon conversion of or otherwise pursuant to the Notes, as and when required by the Notes and this Agreement; (iii) it will not fail to remove (or direct its transfer agent not to remove, or impair, delay, or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities, including upon conversion of or otherwise pursuant to the Notes, as and when required by the Notes and this Agreement; and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 2 Business Days of the conversion of the Notes. Nothing in this Section 6 shall affect in any way the Investor’s obligations and agreement set forth in Section 3.g to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.

8.Governing Law; Miscellaneous.

a.Interpretive Provisions. With reference to this Agreement, unless otherwise specified herein:

(i)the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(ii)the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer this Agreement as a whole and not to any particular provision thereof;

(iii)references in this Agreement to an Exhibit, Schedule, Article, Section, clause or subclause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Agreement;

(iv)the term “Business Day” means any day, other than Saturday or Sunday, or any day on which the Federal Reserve Bank of New York is authorized or required by law to be closed;

(v)the term “including” is by way of example and not limitation;

(vi)the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(vii)the term “Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock, or other company,

19

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

business trust, trust, organization, governmental authority, or other entity of any kind;

(viii)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(ix)the term “or” means “and/or”; and

(x)on the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

b.Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each Party hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

c.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file or other electronic transmission (including pdf format and any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ or such other electronic transmission signature page were an original thereof.

20

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

d.Severability. If any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances so long as this Agreement as so modified continues to express, without material change, the original intentions of the Company and the Investor as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Company or the Investor or the practical realization of the benefits that would otherwise be conferred upon the Company or the Investor. The Company and the Investor will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

e.Entire Agreement; Amendments. This Agreement, the Notes, and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Investor.

f.Notices. Any and all notices or other communications or deliveries to be provided by the Investor hereunder shall be in writing and delivered personally, by email attachment or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth for the Company in set forth below, or such other email address or address as the Company may specify for such purposes by notice to the Investor delivered in accordance with this Section 7.f. Any and all notices or other communications or deliveries to be provided by the Company hereunder, shall be in writing and delivered personally or by email attachment or sent by a nationally recognized overnight courier service addressed to the Investor as set forth below. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email attachment prior to 5:30 PM Eastern time on any date, (ii) the next VWAP Trading Day after the date of transmission, if such notice or communication is delivered via email attachment on a day that is not a VWAP Trading Day or later than 5:30 PM Eastern time on any VWAP Trading Day, (iii) the second VWAP Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service and (iv) upon actual receipt by the Party to whom such notice is required to be given.

The addresses for such notices and communications are as follows:

If to the Company, to:

FISCALNOTE HOLDINGS, INC.
1201 Pennsylvania Ave NW, 6th Floor

Washington, D.C. 20004
Attention:Todd Aman, General Counsel & Secretary
e-mail: [***]

21

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

With a copy by e-mail only to (which copy shall not constitute notice):

POLSINELLI PC
1401 I Street, NW

Suite 800

Washington, DC 20005
Attn: Kevin Vold
e-mail: kvold@polsinelli.com

If to the Investor:

EGT 11 LLC
[***]
Attn: Jasper Lau
e-mail: [***]

With a copy by e-mail only to (which copy shall not constitute notice):

GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP
1250 Broadway

New York, NY 10001
Attn: Melissa Marks
e-mail: mmarks@gunder.com

g.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither the Company nor the Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.

h.Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

i.Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the Closing notwithstanding any due diligence investigation conducted by or on behalf of the Investor.

j.Publicity. The Company and the Investor shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Investor shall be consulted by the Company in connection with any such press release prior to

22

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

its release and shall be provided with a copy thereof and be given a reasonable opportunity to comment thereon).

k.Further Assurances. The Company and the Investor hereby agree to take such actions consistent with the terms of this Agreement as may be reasonably necessary in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l.Amendments; Waivers. Any provision of this Agreement may be amended or waived by a written instrument executed by both Parties. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of either Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement on any other occasion.

[Signature Page Follows]

23

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

The undersigned Parties have caused this Agreement to be duly executed as of the date first above written.

FISCALNOTE HOLDINGS, INC.

By: /s/ Josh Resnik________
Name: Josh Resnik
Title: CEO & President

EGT 11 LLC

By: /s/ Jasper Lau__________
Name: Jasper Lau

Title: CEO

[Signature Page to Securities Exchange Agreement]

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

EXHIBIT A

FORM OF NOTE

[Refer to Form of Note due 2028 filed with Form 10-K for the

fiscal year ending December 31, 2024]

Exhibit A

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

EXHIBIT B

Outstanding Indebtedness

[Intentionally omitted in reliance upon Item 601(a)(5)]

Exhibit B

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

EXHIBIT C

Investor Certificate

[Stockholder Letterhead]

[Date]

FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue NW, 6th Floor
Washington, DC 20004
Attention: Senior Vice President, General Counsel & Secretary

Polsinelli PC
1401 I Street NW, Suite 800
Washington, DC 20005
Attention: Kevin Vold

Re: Legend Removal Representation Letter

Ladies and Gentlemen:

The undersigned stockholder (the “Stockholder”) of FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), owns the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), set forth under the Stockholder’s name on the signature page hereof (the “Shares”) and is delivering this letter to the Company in connection with the Stockholder’s request to remove the transfer restriction legends under the Securities Act of 1933, as amended (the “Securities Act”), from certificates or book-entry notations issued in the Stockholder’s name with respect to the Shares. In order to induce the Company to provide an instruction letter to the Company’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), and to enable the Transfer Agent to remove the restrictive legends borne by the Shares, the Stockholder hereby represents, warrants and agrees, as follows:

1)The Stockholder is sophisticated in financial matters and is familiar with the registration requirements under the Securities Act. If the Stockholder is an investment fund, the Stockholder’s chief compliance officer (or the chief compliance officer of the general partner, manager or other entity that manages the Stockholder) has reviewed this letter and is aware that the Stockholder will be executing and delivering this letter to the Company and undertaking the obligations set forth herein.

2)The Stockholder will only sell or transfer the Shares pursuant to and in a manner contemplated by the Company’s Registration Statement on Form [S-3/S-1] (File No. 333-[•]) and the prospectus, if any, included therein (as amended from time to time, the “Registration Statement”) or pursuant to a valid exemption from the Securities Act.

3)The Stockholder will not sell or transfer the Shares pursuant to the Registration Statement if at any time the Stockholder has received notice from the Company indicating that the Registration Statement is unavailable for the offer and sale of the

Exhibit C-1

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

Shares, unless the Stockholder provides the Company with advance notice of such sale or transfer and an opinion of counsel that the proposed sale or transfer is in compliance with the Securities Act.

4)Any applicable prospectus delivery requirements of the Securities Act will be satisfied in connection with a sale or transfer of the Shares.

5)The Stockholder will comply with all applicable securities laws and regulations in connection with a sale or transfer of the Shares.

6)There are no applicable contractual restrictions that would prohibit the sale or transfer of the Shares.

The Stockholder will provide the Company with any update to the Stockholder’s contact information set forth on the signature page hereof for purposes of any notification to be delivered to the Stockholder relating hereto. The Stockholder hereby acknowledges and agrees that each of the Company and Polsinelli PC, or the Company’s then current outside counsel (collectively, the “Authorized Recipients”), and may each rely upon the completeness and accuracy of this representation letter.

[Signature Page Follows]

Exhibit C-2

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

Yours truly,

Name of Stockholder: ________________________________

Signature: _________________________________

Name of Signatory (of Entity):
Title of Signatory:

Exhibit C-3

DOCPROPERTY "CUS_DocIDChunk0" 102156845.7

EX-10.35

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of March 17, 2025, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the several signatories hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”).

This Agreement is made pursuant to the Securities Exchange Agreement, dated as of March 17, 2025, between the Company and each Holder (the “Exchange Agreement”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:

1.Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Exchange Agreement shall have the meanings given such terms in the Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(c).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act of 1933, as amended.

“Agreement” has the meaning set forth in the Preamble.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the Company’s Class A common stock, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Company” has the meaning set forth in the Preamble.

“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

“Effectiveness Deadline” means, with respect to the Initial Registration Statement, Subsequent Registration Statement or the New Registration Statement, the sixtieth (60th) calendar day following the Initial Filing Deadline or Subsequent Filing Deadline, as the case may be; provided, however, that if the Company is notified by the Commission that the Initial Registration Statement, Subsequent Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be no later than the third (3rd) Trading Day following the date

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Effectiveness Period” has the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agreement” has the meaning set forth in the Recitals.

“FINRA” means the Financial Industry Regulatory Authority.

“Holder” or “Holders” has the meaning set forth in the Preamble.

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Initial Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the seventh (7th) calendar day following the Company’s filing of its definitive proxy statement on Schedule 14A under the Exchange Act related to the Company’s 2025 annual meeting of stockholders; provided, however, in no event shall the Initial Filing Deadline be later than April 20, 2025; provided further that if the Initial Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Initial Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Initial Registrable Securities” means all of (i) the Initial Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s Initial Shares shall cease to be Initial Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder shall cease to be a Initial Registrable Security); or (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions.

“Initial Registration Statement” has the meaning set forth in Section 2(a).

“Initial Shares” means the Fee Shares and Conversion Shares (each as defined in the Exchange Agreement); provided, however, the Stewart Shares shall constitute Initial Shares only if the Subsequent Closing Date (as defined in the Exchange Agreement) occurs prior to the Initial Filing Deadline.

“Losses” has the meaning set forth in Section 5(a).

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

“New Registration Statement” has the meaning set forth in Section 2(a).

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Principal Market” means the Trading Market on which the Common Stock are primarily listed on and quoted for trading, which, as of the date hereof, shall be the New York Stock Exchange.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means collectively, the Initial Registrable Securities and the Subsequent Registrable Securities.

“Registration Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, Subsequent Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“Remainder Registration Statement” has the meaning set forth in Section 2(a).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

“SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff; provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Stockholder Questionnaire” means a questionnaire substantially in the form attached as Exhibit A hereto or such other form of questionnaire as may reasonably be adopted by the Company from time to time for use with respect to any Holder.

“Stewart Shares” means (i) the shares of Common Stock which may be issued upon conversion of that certain Note in an aggregate principal amount of $269,000 issued to the Investor (as defined in the Exchange Agreement) pursuant to a certain Purchase and Assignment Agreement with Stewart Investments (WA) Pty Ltd. and the Exchange Agreement (the “Stewart Exchange Note”) and (ii) the Fee Shares issued in connection with the Stewart Exchange Note.

“Subsequent Filing Deadline” means, with respect to any Subsequent Registration Statement required to be filed pursuant to Section 2(a), the seventh (7th) calendar day following the issuance of any Additional Shares (as defined in the Exchange Agreement), or with respect to the Stewart Shares, if the Stewart Shares are considered Subsequent Registrable Securities, the seventh (7th) calendar day following the Subsequent Closing Date (as defined in the Exchange Agreement), provided, however, that if the Subsequent Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Subsequent Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Subsequent Registrable Securities” means all of (i) the Subsequent Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s Subsequent Shares shall cease to be Subsequent Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder shall cease to be a Subsequent Registrable Security); or (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions.

“Subsequent Registration Statement” has the meaning set forth in Section 2(a).

“Subsequent Shares” means (i) the shares of Common Stock which may be issued pursuant to the terms of the Exchange Agreement as Additional Shares and (ii) the Stewart Shares if such shares do not constitute Initial Shares.

“Trading Day” means a day on which the Principal Market is open for business.

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

2.Registration.

(a)On or prior to the Initial Filing Deadline, the Company shall prepare and shall use commercially reasonable efforts to file with the Commission a Registration Statement covering the resale of all of the Initial Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Initial Registrable Securities, by such other means of distribution of Initial Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Initial Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Initial Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). On or prior to the Subsequent Filing Deadline, the Company shall prepare and shall use commercially reasonable efforts to file with the Commission a Registration Statement covering the resale of all of the Subsequent Registrable Securities not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Subsequent Registrable Securities, by such other means of distribution of Subsequent Registrable Securities as the Holders may reasonably specify (the “Subsequent Registration Statement”). The Subsequent Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Subsequent Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Subsequent Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that any of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement or the Subsequent Registration Statement, as the case may be, as required by the Commission and/or (ii) withdraw the Initial Registration Statement or the Subsequent Registration Statement, as the case may be, and file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register the Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, on Form S-3, such other form available to register for resale the Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, as a secondary offering;

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Initial Registrable Securities or Subsequent Registrable Securities, as the case may be), unless otherwise directed in writing by a Holder as to its Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, the number of Initial Registrable Securities or Subsequent Registrable Securities, as the case may be, to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Exchange Agreement (whether pursuant to registration rights or otherwise), as the case may be, and second by Registrable Securities represented by shares of Common Stock applied to the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Initial Registration Statement, Subsequent Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, Subsequent Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent.

(b)The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement, Subsequent Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been sold by the Holders or (ii) the expiration of two years from the Effective Date of such Registration Statement (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 4:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) and shall provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall promptly inform each Holder in writing if, at any time during the

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities.

(c)Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire. At least four (4) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of any information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed Selling Stockholder Questionnaire and all such further responsive information requested by the Company as described in the previous sentence. If a Holder of Registrable Securities returns a request for further information after the two (2) Trading Day aforementioned deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such request for further information. Each Holder acknowledges and agrees that the information in the request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

(d)In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3.Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)Not less than two (2) Trading Days prior to the filing of each Registration Statement, any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to each Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents within such two (2) Trading Day period, then the Holder shall be deemed to have consented to and approved the use of such documents) and (ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the two (2) Trading Day period described above.

(b)(i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Initial Shares or Subsequent Shares (including in accordance with Rule 172 under the Securities Act), and each Holder agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws.

(c)Notify the Holders (which notice, in the case of clauses (iii) through (vi) hereof, shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person): (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included or incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that, upon the advice of legal counsel, the Company’s board of directors reasonably believes would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide purpose for keeping confidential, and the non-disclosure of which would be expected, and that, in the reasonable determination of the Company’s board directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, provided that, any and all such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information; and provided, further, that the Company shall not, when so advising Holder of such events, provide Holder with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Holder of the occurrence of the events listed in above constitutes material, nonpublic information regarding the Issuer.

(d)Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.

(e)If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(f)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify, or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of, such Registrable Securities for the resale by the Holder under the securities or “Blue Sky” laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(g)Cooperate with such Holder to facilitate the timely preparation and delivery of book entry statements representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.

(h)Following the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably practicable, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is reasonably practicable. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

(i)As long as any Holder shall own Registrable Securities, the Company shall, at all times while it shall be a reporting company under the Exchange Act, file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

(j)The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission.

(k)The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for the first such filing within two (2) Business Days of the request therefor.

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

4.Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock are then listed for trading, (B) with respect to compliance with applicable state securities or “Blue Sky” laws (including, without limitation, fees and disbursements of counsel for the Company in connection with “Blue Sky” qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with Section 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Exchange Agreement, any legal fees or other costs of any Holder.

5.Indemnification.

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, investment advisers and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents, investment advisers and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(c) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Holder’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, (ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use by such Holder of an outdated or

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

defective Prospectus after a duly authorized representative of the Company has notified such Holder in writing to its chief executive officer or chief financial officer that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the gross proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d)Contribution. If a claim for indemnification under Section 5(a) or (b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the gross proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Exchange Agreement.

6.Miscellaneous.

(a)Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(c)Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is reasonably practicable.

(d)No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(e)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Exchange Agreement.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent of all the Holders of the then outstanding

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Registrable Securities. Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Exchange Agreement; provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and the transferee or assignee agrees in writing for the transferee or assignee to assume such obligations and, with respect to such transferred or assigned Registrable Securities, to be bound by the terms and conditions of the Exchange Agreement with respect to any ongoing obligations thereunder, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.

(h)Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(i)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Exchange Agreement.

(j)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. The decision of each Holder to purchase or otherwise acquire Registrable Securities pursuant to the applicable Exchange Agreement has been made by such Holder independently of any other Holder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the securities or enforcing its rights under the Exchange Agreement. Each Holder shall be entitled to protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any Proceeding for such purpose.

(n)Interpretive Provisions. With reference to this Agreement, unless otherwise specified herein:

(i)the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(ii)the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof;

(iii)references in this Agreement to an Exhibit, Schedule, Article, Section, clause or subclause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Agreement;

(iv)the term “including” is by way of example and not limitation;

(v)the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(vi)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(vii)the term “or” means “and/or”; and

(viii)on the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

FISCALNOTE HOLDINGS, INC.

By: /s/ Josh Resnik__________
Name: Josh Resnik
Title: Chief Executive Officer

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

EGT 11 LLC

By: /s/ Jasper Lau
Name: Jasper Lau
Title: CEO

ADDRESS FOR NOTICE c/o:

Street: [***]
City/State/Zip: [***]
Attention: Jasper Lau
Tel:
Email: [***]

[Signature Page to Registration Rights Agreement]

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

ANNEX A

PLAN OF DISTRIBUTION

We are registering shares of Class A Common Stock to permit the resale of these shares of Class A Common Stock by the selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of Class A Common Stock. We will, or will procure to, bear all fees and expenses incident to our obligation to register the shares of Class A Common Stock.

The selling stockholder may sell all or a portion of the shares of Class A Common Stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the selling stockholder sells its shares of Class A Common Stock through underwriters, the selling stockholder will be responsible for underwriting discounts. If the selling stockholder sells its shares of Class A Common Stock through broker-dealers, such selling stockholder will be responsible for any brokerage commissions; provided, however, we have agreed to reimburse the selling stockholder for the Brokerage Commission (as defined below). The shares of Class A Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholder may use any one or more of the following methods when selling shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an over-the-counter distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

• settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

• to or through underwriters or broker-dealers;

• through trading plans entered into by the selling stockholder, including any trading plans pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of its shares on the basis of parameters described in such trading plans;

• distribution to employees, members, partners or stockholders of the selling stockholder;

• in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;

• in privately negotiated transactions;

• through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The selling stockholder also may resell all or a portion of the shares of Class A Common Stock in open market transactions in reliance upon Rule 144 under the Securities Act as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

2

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects such transactions by selling shares of Class A Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the shares of Class A Common Stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121.01.

If at the time of any offering made under this prospectus a member of FINRA participating in the offering has a “conflict of interest” as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be conducted in accordance with the relevant provisions of Rule 5121.

The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of Class A Common Stock owned by it and, if it defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholder also may transfer and donate the shares of Class A Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of Class A Common Stock from time to time under the prospectus or an amendment to the registration statement or supplement to the prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the transferee or other successors in interest as selling stockholders under the prospectus, as appropriate.

The selling stockholder and any broker-dealer or agents participating in the distribution of the shares of Class A Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales; Northland is a registered broker-dealer. Northland may be deemed an underwriter with respect to the Brokerage Fee Shares, as well as the any shares of the selling stockholder sold pursuant to this prospectus. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any selling stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

Northland is a registered broker-dealer and may engage in sales of up to [ ] shares of Class A Common Stock for its own account pursuant to this prospectus, a portion of which such shares

3

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

were acquired as compensation for the Brokerage Services (as defined below) in satisfaction of the Brokerage Commission (as defined below). EGT 11 LLC has informed the Company that it is neither a registered broker-dealer, nor an affiliate of a broker-dealer. EGT 11 LLC has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of Class A Common Stock; provided, that Northland will be engaged by EGT 11 LLC to sell its shares on an ordinary brokerage basis (the “Brokerage Services”) for which it will receive compensation equal to [3.0]% of the gross proceeds raised from the sale of the shares (the “Brokerage Commission”). In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).

Under the securities laws of some U.S. states, the shares of Class A Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some U.S. states the shares of Class A Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the selling stockholder will sell any or all of the shares of Class A Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Class A Common Stock by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Class A Common Stock to engage in market-making activities with respect to the Class A Common Stock. All of the foregoing may affect the marketability of the Class A Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Class A Common Stock.

In addition, we will make copies of this prospectus available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We will pay all expenses of the registration of the shares of Class A Common Stock pursuant to the Registration Rights Agreement, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however,that the selling stockholder will pay all underwriting discounts and selling commissions, if any, and any related legal expenses incurred by it; provided, further we have agreed to reimburse the selling stockholder for the Brokerage Commission. We will indemnify the selling stockholder against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the selling stockholder will be entitled to contribution. We

4

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

may be indemnified by the selling stockholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related Registration Rights Agreement, or we may be entitled to contribution.

5

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Exhibit A

SELLING STOCKHOLDER QUESTIONNAIRE

The undersigned holder of shares of the convertible note due 2028 of FiscalNote Holdings, Inc. (the “Company”) of the Company issued pursuant to a certain Securities Exchange Agreement by and among the Company and the Purchaser named therein, dated as of March 17, 2025 (the “Agreement”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on either, in the Company’s discretion, Form S-3 or Form S-1 (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement, dated March 17, 2025, by and the Holders named therein (the “RRA”).

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within three (3) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

NOTICE

The undersigned holder (the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

QUESTIONNAIRE

(1)Name.

(a)Full Legal Name of Selling Stockholder:

(b)Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c)Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

(2)Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

E-mail address of Contact Person:

(3)Beneficial Ownership of Registrable Securities Issuable Pursuant to the Exchange Agreement:

(a)Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:

(b)Number of shares of Common Stock to be registered pursuant to this Notice for resale:

(4)Broker-Dealer Status:

(a)Are you a broker-dealer?

Yes ☐ No ☐

(b)If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ☐ No ☐

2

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)Are you an affiliate of a broker-dealer?

Yes ☐ No ☐

Note: If yes, provide a narrative explanation below:

(d)If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐ No ☐

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement

(5)Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and amount of other securities beneficially owned:

(6)Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(7)Plan of Distribution:

The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the RRA, and hereby confirms that, except as set forth below, the information

3

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

***********

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and is advised of the following Question 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations regarding short selling:

“An Issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

4

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: Beneficial Owner:

By: Name: Title:

PLEASE EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY PDF, TO:

Polsinelli PC
Shashi Khiani
1401 Eye “I” Street, N.W., Suite 800
Washington, DC 20005
Tel: (202) 626-8312
Email: skhiani@polsinelli.com

5

DOCPROPERTY "CUS_DocIDChunk0" 102216328.7

EX-10.36

NEITHER THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR OTHER JURISDICTION AND HAS BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.

ALL INDEBTEDNESS EVIDENCED BY THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS SUBORDINATE TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF _______, 2025 (THE “SUBORDINATION AGREEMENT”), AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, BY AND AMONG THE HOLDER (AS DEFINED BELOW), THE COMPANY (AS DEFINED BELOW) AND RUNWAY GROWTH FINANCE CORP. (TOGETHER WITH ITS PERMITTED SUCCESSORS AND ASSIGNS), AS ADMINISTRATIVE AGENT FOR THE SENIOR LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT) FROM TIME TO TIME PARTY TO THE SENIOR LOAN AGREEMENT (AS DEFINED IN THE SUBORDINATION AGREEMENT), AND HOLDER, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Issue Date: ______, 2025

Principal Amount: $________

SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE ____, 2028

THIS SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE is issued by FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1201 Pennsylvania Avenue, NW, 6th Floor, Washington, District of Columbia, 20004 (this note, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and of the Subordination Agreement, the “Note” and “Notes” refers to this Note along with any portion(s) of this Note transferred to a transferee).

FOR VALUE RECEIVED, the Company promises to pay to ______ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $______ on or prior to ______, 2028 (the “Maturity Date”), or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay Interest (as defined below) to the Holder on the aggregate unconverted and then-outstanding principal amount of this Note in accordance with the provisions hereof. This Note was issued pursuant to the Securities Exchange

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

Agreement, dated ______, 2025 by and between the Company and the Holder (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Exchange Agreement”).

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Exchange Agreement and (b) the following terms shall have the following meanings:

“Affiliate”means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“AFR” means the applicable federal rate published by the Internal Revenue Service for mid-term loans shown in Table 1 at https://www.irs.gov/applicable-federal-rates (or, if such page is not available, its equivalent successor page).

“Attribution Parties” means, collectively, the following Persons: (a) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (b) any direct or indirect Affiliates of the Holder or any of the foregoing, (c) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (d) any other Person whose beneficial ownership of the Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties of the Holder to the Maximum Percentage.

“Bankruptcy Law”means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Close of Business” means 5:00 p.m., Eastern time.

“Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.

“Company”has the meaning set forth in the Recitals.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

2

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

“Conversion Date” means, as applicable, the Holder Conversion Date or the Company Conversion Date.

“Conversion Price” with respect to each VWAP Trading Day within the 30 VWAP Trading Days immediately preceding a Conversion Date (excluding the Conversion Date), the arithmetic average of the VWAPs for such VWAP Trading Days.

“Conversion Rate” means 100% and may be adjusted pursuant to Section 4(a) hereof.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof and the Securities Exchange Agreement.

“Eligible Market” means of The New York Stock Exchange, NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or any of their respective successors).

“Event of Default”has the meaning set forth in Section 7(a).

“Excess Shares” has the meaning set forth in Section 3(f).

“Exchange Act”means the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Holder” means Tim Hwang, Gerald Yao and Duddell Street Holdings Limited and their respective Affiliates.

“Freely Tradeable” means each of the following conditions with respect to the issuance of Common Stock pursuant to the terms of this Note, provided that the Holder may, in its sole and absolute discretion, waive in writing any such condition:

(a) shares of Common Stock that are duly authorized and listed and eligible for trading on an Eligible Market; and

(b) shares of Common Stock that are eligible to be sold by the holder thereof (i) without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144 thereunder or (ii) pursuant to a then-effective resale registration statement and available prospectus filed with the SEC.

“Fundamental Change” means and will be deemed to have occurred at such time as:

(a) any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Excluded Holder (such exception to apply solely with respect to clause (i) below), files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act) of more than (i) 50% of the total outstanding voting power of the Voting Stock; (ii) 50% of the outstanding shares of Voting Stock calculated as if any shares of Voting Stock held by such

3

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

“person” or “group” were not outstanding; or (iii) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Voting Stock or other equity securities of the Company sufficient to allow such “person” or “group” to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Voting Stock without approval of the stockholders of the Company;

(b) the consummation of a single transaction or series of related transactions for a sale, transfer, lease, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company or one or more of the Company’s direct or indirect Subsidiaries (for the avoidance of doubt a merger or consolidation of the Company with or into another Person is not subject to this clause (b));

(c) any transaction or series of related transactions is consummated in connection with which (whether by means of merger, exchange, liquidation, tender offer, consolidation, combination, reclassification, recapitalization, acquisition or otherwise) all of the Common Stock and the Company’s Class BCommon Stock, par value $0.0001 per share, are exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash, but excluding the consummation of any merger, exchange, tender offer, consolidation or acquisition of the Company with or by another Person pursuant to which the Persons that “beneficially owned,” directly or indirectly, the shares of the Voting Stock immediately prior to such transaction “beneficially own,” directly or indirectly, immediately after such transaction, shares of the surviving, continuing or acquiring corporation’s voting stock representing at least 50% of the total outstanding voting power of all outstanding classes of voting stock of the surviving, continuing or acquiring corporation in substantially the same proportion relative to each other as such ownership immediately prior to such transaction;

(d) the adoption of a plan relating to the Company’s liquidation or dissolution; or

(e) a Termination in Trading.

“Fundamental Change Notice” has the meaning set forth in Section 5(d).

“Fundamental Change Notice Date” has the meaning set forth in Section 5(d).

“Fundamental Change Repurchase” has the meaning set forth in Section 5(c).

“Fundamental Change Repurchase Price” has the meaning set forth in Section 5(c).

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

4

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

“Holder” has the meaning set forth in the Recitals.

“Initial Conversion Date” means the date that is six months after the Issue Date.

“Interest” has the meaning set forth in Section 2(a).

“Interest Accrual Start Date” means the date that is six months after the Issue Date.

“Interest Rate” has the meaning set forth in Section 2(a).

“Issue Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number of instruments that may be issued to evidence this Note.

“Loan Parties” has the meaning set forth in the Subordination Agreement.

“Maturity Date” has the meaning set forth in the Recitals.

“Maximum Percentage” has the meaning set forth in Section 3(f).

“Maximum Rate” has the meaning set forth in Section 9(g).

“New York Courts” has the meaning set forth in Section 9(d).

“Note” has the meaning set forth in the Recitals.

“Notice of Conversion” has the meaning set forth in Section 3(a).

“NYSE Limit” has the meaning set forth in the Securities Exchange Agreement.

“Optional Redemption Date” has the meaning set forth in Section 5(b).

“Optional Redemption Notice” has the meaning set forth in Section 5(b).

“Parties” means, collectively, the Company and the Holder.

“Party” means each of the Company and the Holder.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Redemption Price” has the meaning set forth in Section 5(a).

“Reported Outstanding Share Number” has the meaning set forth in Section 3(f).

“SEC” means the U.S. Securities and Exchange Commission.

5

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Exchange Agreement” has the meaning set forth in the Recitals.

“Senior Loans” has the meaning set forth in the Subordination Agreement.

“Standard Settlement Period” means the standard settlement period, expressed in a number of VWAP Trading Days, on the principal securities exchange or securities market on which the Common Stock is then traded as in effect on the date of delivery of the applicable Notice of Conversion.

“Stockholder Approval” means the approval of holders of the Common Stock pursuant to Rule 312 of the NYSE Listed Company Manual (or its successor) or any other U.S. national securities exchange on which the Common Stock is then listed.

“Subordination Agreement” has the meaning set forth in Section 6.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority of the shares of securities or other equity interests having ordinary voting power for the election of directors, managers or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned or (b) the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), that is treated as a consolidated subsidiary for accounting purposes. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Termination in Trading” means the date (if ever) on which the Common Stock (or other common equity into which this Note is then convertible) is not listed for trading on any Eligible Market.

“Transaction Documents” means, collectively, this Note, the Securities Exchange Agreement and the Subordination Agreement.

“Voting Stock”means all classes of the Company’s common stock entitled to vote generally in the election of directors.

“VWAP”means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NOTE <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume- weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

6

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

“VWAP Trading Day”means any day on which trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

Section 2. Interest; Amounts Outstanding.

(a) Interest Accrual Start Date; Interest Rate. The principal amount of this Note shall not bear interest until the Interest Accrual Start Date. Beginning on the Interest Accrual Start Date, the principal amount of this Note will bear simple interest (“Interest”) at a rate equal to the AFR for the month in which the Interest Accrual Start Date occurs (the “Interest Rate”). The Interest Rate shall apply from the Interest Accrual Start Date until this Note is repaid, converted, or otherwise terminated in full.

(b) Interest Calculations. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed from and after the Interest Accrual Start Date.

(c) Amounts Outstanding. If the Company has caused this Note (or any portion thereof) to be repaid as provided herein, whether a repurchase, redemption or payment at maturity in accordance with the terms hereof, then (i) this Note (or portion thereof) will be deemed, as of the date of such payment, to cease to be outstanding, and (ii) the rights of the Holder of this Note (or such portion thereof), as such, and the obligations of the Company will terminate with respect to this Note (or such portion thereof).

(d) Note to Be Converted. If this Note (or any portion thereof) is converted pursuant to Section 3, then (i) this Note (or portion thereof) will be deemed, as of the date of such conversion, to cease to be outstanding, and (ii) the rights of the Holder of this Note (or such portion thereof), as such, and the obligations of the Company will terminate with respect to this Note (or such portion thereof), other than, for the avoidance of doubt, delivery of the Conversion Shares.

(e) Cessation of Accrual of Interest. Interest will cease to accrue on this Note (or portion thereof) to, but not including, the date that this Note (or portion thereof) is deemed, pursuant to this Section 2, to cease to be outstanding, unless there occurs a default in the payment on this Note (or such portion thereof).

(f) Cancellation of Note. Upon a Forfeiture Event (as defined in the Securities Exchange Agreement) any remaining principal amount owed under this Note shall be cancelled and this Note shall be deemed to cease to be outstanding.

(g) Maturity Date Repayment. On the Maturity Date, if any portion of this Note remains outstanding, the Company shall pay to the Holder an amount in cash representing the outstanding principal amount and any accrued and unpaid Interest on such principal amount.

Section 3. Conversion.

7

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(a) Voluntary Conversion by Holder. From and after the Initial Conversion Date, the Holder may, at its option, require the Company to convert all, or any portion thereof in increments of at least the lesser of (i) $50,000 in aggregate principal amount and (ii) an aggregate principal amount that is then convertible into a number of shares equal to the maximum number of shares that Holder may sell pursuant to Section 5(ji) of the Securities Exchange Agreement, of the then-outstanding principal amount of this Note plus accrued and unpaid Interest thereon into Conversion Shares. The Holder may request a voluntary conversion under this Section 3(a) by delivering to the Company a notice of conversion, the form of which is attached hereto as Annex A (the “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (which date shall be a Business Day of the Holder’s choosing that is no more than 10 and no fewer than two Business Days after the Holder sends the Notice of Conversion) (such date, the “Holder Conversion Date”).

(b) Voluntary Conversion by the Company. From and after the Issue Date and at any time prior to the earlier to occur of (i) any Event of Default set forth under Section 7(a)(iv), (ii) a Fundamental Change, and (iii) a public announcement of a sale of the Company or a sale of FiscalNote, Inc., and subject to the limitations of Section 3(f) hereof the Company may, at its option, convert all, or a portion, of the then-outstanding principal amount of this Note plus accrued and unpaid Interest thereon into Conversion Shares; provided, that the Conversion Shares issued to the Holder upon such conversion, when issued to the Holder, would be Freely Tradeable. The Company shall notify the Holder of a voluntary conversion under this Section 3(b) by delivering to the Holder a Notice of Conversion, specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (which date shall be a Business Day of the Company’s choosing that is no more than 10 and no fewer than two Business Days after the Company sends the Notice of Conversion) (such date, the “Company Conversion Date”). If Conversion Shares are issued pursuant to this Section 3(b), the Company and Holder shall enter into a Trading Plan (as defined in the Securities Exchange Agreement) to be mutually agreed to by the Company and the Holder in good faith.

(c) The Holder and the Company shall maintain records showing the principal amount and Interest converted and the dates of such conversions, or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

(d) Mechanics of Conversion.

(i) Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the product of (A) the applicable Conversion Rate multiplied by (B) the then-outstanding principal amount of this Note to be converted, plus all accrued and unpaid Interest thereon to, but not including, the Conversion Date, as indicated in the applicable Notice of Conversion, by (y) the Conversion Price.

8

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(ii) Delivery of Conversion Shares Upon Conversion. The Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares no later than the earlier of (x) two VWAP Trading Days and (y) the number of VWAP Trading Days comprising the Standard Settlement Period, in each case, following a Conversion Date. The Holder shall establish and maintain an account with the Company’s transfer agent to facilitate the transfer of Conversion Shares to the Holder.

(iii) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share to which the Holder would otherwise be entitled upon a voluntary conversion under this Section 3, the number of shares issuable to the Holder shall be rounded down to the nearest whole number.

(iv) Taxes and Expenses. The Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted, and the Company shall not be required to issue or deliver any such Conversion Shares to a Person other than the Holder of this Note so converted until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(e) Reserve and Status of Common Stock Issued Upon Conversion. At all times from and after the Issue Date, when any portion of this Note is outstanding, the Company will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of the then-outstanding principal amount of this Note, plus all accrued and unpaid Interest thereon; provided, however, that prior to Stockholder Approval, the Company shall not be required to comply with this section for shares in excess of the NYSE Limit.

(f) Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not issue any shares of Common Stock pursuant to the terms of this Note, and the Holder shall not have the right to any shares of Common Stock otherwise issuable pursuant to the terms of this Note, and any such issuance shall be null and void and treated as if never made, to the extent that after giving effect to such issuance, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable pursuant to the terms of this Note or the Securities Exchange Agreement with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (i) pursuant to the terms of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (ii) upon exercise or conversion of the

9

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

unexercised or nonconverted portion of any other securities of the Company (including any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(f). For purposes of this Section 3(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire pursuant to the terms of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (ii) a more recent public announcement by the Company or (iii) any other written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Conversion from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Conversion would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(f), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall use commercially reasonable efforts to (within one VWAP Trading Day) confirm, orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note would result in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the Holder shall notify the Company in writing to reduce the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership would exceed the Maximum Percentage (the “Excess Shares”) and the issuance of such Excess Shares shall be deemed null and void and shall be cancelled ab initio and any portion of this Note so converted will be reinstated, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (x) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (y) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, it is the intent of the Company and the Holder that the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this Section 3(f) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(f) to the extent necessary to correct this Section 3(f) (or any portion of this Section 3(f)) that may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(f) or to make changes or

10

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3(f) may not be waived and shall apply to a successor holder of this Note.

(g) Share Cap Limit. Notwithstanding anything to the contrary contained herein, unless and until the Company shall have obtained Stockholder Approval, in no event shall the Company be required to issue any Conversion Shares if and to the extent such issuance, when aggregated with the issuance of the Brokerage Fee Shares, Fee Shares and/or any Additional Shares (each as defined in the Securities Exchange Agreement) would in the aggregate result in the issuance in excess of 19.99% of the issued and outstanding Common Stock and Class B Stock, taken as a whole, as of the date of the Securities Exchange Agreement.

Section 4. Certain Adjustments. The Conversion Rate shall be automatically increased by 10 percentage points if, following the Initial Conversion Date, the Company fails to timely file any document or report that the Company is required to file under the Exchange Act to remain current in its public reporting pursuant to Rule 144(i) under the Securities Act (such failure, a “Filing Failure”). The Conversion Rate shall be automatically increased by an additional 10 percentage points for each 30 calendar day period in which such Filing Failure is not cured. Notwithstanding the foregoing, in no event will the Conversion Rate be increased by more than 30 percentage points.

Section 5. Optional Redemption; Fundamental Change Repurchase.

(a) Optional Redemption at Election of Company. The Company shall have the right, at its election, to redeem all of this Note, at any time and from time to time following the Issue Date, for a cash purchase price equal to the principal amount of this Note, plus any accrued and unpaid Interest on such principal amount (the “Redemption Price”). Notwithstanding anything to the contrary in this Section 5, until the Redemption Price is paid in full, the principal amount of this Note pursuant to the Optional Redemption Notice may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.

(b) Optional Redemption Procedures. In connection with any optional redemption pursuant to Section 5(a), the Company shall deliver a notice to the Holder (an “Optional Redemption Notice”) of its election to redeem all of the then-outstanding principal amount of this Note for cash at the Redemption Price. Such Optional Redemption Notice shall set out the principal amount of this Note to be redeemed, any accrued and unpaid Interest thereon and the date fixed for redemption (the “Optional Redemption Date”). Any optional redemption of any principal amount of this Note may, at the Company’s discretion, be subject to one or more conditions precedent. The Optional Redemption Date of any optional redemption that is subject to satisfaction of one or more conditions precedent may, in the Company’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such optional redemption may not occur and any related Optional Redemption Notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Optional

11

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

Redemption Date, or by the Optional Redemption Date so delayed, in either case by providing notice to the Holder.

(c) Fundamental Change Conversion or Repurchase. If a Fundamental Change occurs at any time prior to the Maturity Date, the Holder shall have the right to elect to either (i) convert this Note into Conversion Shares in accordance with Section 3 (a “Fundamental Change Conversion”), or (ii) require the Company to repurchase this Note (a “Fundamental Change Repurchase”) at a repurchase price equal to the principal amount hereof, plus accrued and unpaid Interest, if any, hereon to, but excluding, the Fundamental Change Note Termination Date (the “Fundamental Change Repurchase Price”). The effective date of any Fundamental Change Conversion or Fundamental Change Repurchase (such date, as applicable, the “Fundamental Change Note Termination Date”) shall be specified by the Company in the Fundamental Change Notice.

(d) Fundamental Change Notice. Prior to the date on which the Company anticipates consummating a Fundamental Change (or, if later, promptly after the Company discovers that a Fundamental Change may occur), a written notice shall be sent by or on behalf of the Company to the Holder, which notice shall contain the date on which the Fundamental Change is anticipated to be effected (or, if applicable, the date on which a Schedule TO or other schedule, form or report disclosing a Fundamental Change was filed) (the “Fundamental Change Notice” and the date such notice is delivered to the Holder, the “Fundamental Change Notice Date”). The Fundamental Change Notice shall specify:

(i) the events causing the Fundamental Change;

(ii) the date of the Fundamental Change;

(iii) the Fundamental Change Note Termination Date;

(iv) the Fundamental Change Repurchase Price;

(v) the number of Conversion Shares into which this Note is convertible pursuant to a Fundamental Change Conversion (or, if the exact number of Conversion Shares is not determinable as of the Fundamental Change Notice Date, an estimate of the number of such Conversion Shares);

(vi) the procedures that the Holder must follow in connection with a Fundamental Change Conversion or a Fundamental Change Repurchase; provided, that, no failure of the Company to give the foregoing notices and no defect therein shall affect the validity of the proceedings for the conversion or repurchase of this Note pursuant to this Section 5; and provided, further that if an anticipated Fundamental Change related to a Fundamental Change Note Termination Date set forth in a Fundamental Change Notice has not occurred as of such Fundamental Change Note Termination Date, the Company may, with notice to the Holder, delay the Fundamental Change Note Termination Date specified within such Fundamental Change Notice until the related Fundamental Change has occurred.

12

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(e) Withdrawal of Fundamental Change Notice. A Fundamental Change Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered by the Company to the Holder at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Note Termination Date, specifying the:

(a) principal amount of this Note with respect to which such notice of withdrawal is being submitted; and

(b) principal amount, if any, of this Note that remains subject to the original Fundamental Change Notice.

Section 6. Subordination. Notwithstanding anything to the contrary herein, the payment of the obligations evidenced by this Note, and the exercise of the rights of the Holder hereunder are each expressly subject and subordinated to Senior Loans in accordance with the terms of that certain Subordination Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Subordination Agreement”), by and among the Holder, the administrative agent under the Senior Loans, the Loan Parties and each other borrower under the Senior Loans.

Section 7. Events of Default.

(a) Events of Default. Any of the following shall constitute an “Event of Default”:

(i) a default in the payment when due on the Maturity Date of the principal of this Note and any accrued and unpaid Interest thereon, or otherwise when due pursuant to the terms of this Note;

(ii) a default in the Company’s obligation to convert this Note in accordance with Section 3 upon the exercise of the conversion right with respect thereto, if such default is not cured within five Business Days after its occurrence; it being expressly agreed and acknowledged that the Company’s obligation to issue any Conversion Shares upon any conversion of this Note is limited by the provisions of Section 3(f) and Section 3(g) hereof;

(iii) other than as specifically set forth in another clause of this Section 7(a), a default in any of the Company’s obligations or agreements under this Note where such default is not cured or waived in writing by the Holder within 45 days after the occurrence of such default;

(iv) a default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least $10,000,000 (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default (A) constitutes a failure to pay the principal of or interest on such indebtedness when due and

13

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or (B) results in such indebtedness becoming, or being declared, due and payable before its stated maturity;

(v) the Company or any of its Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(A) commences a voluntary case or proceeding;

(B) consents to the entry of an order for relief against it in an involuntary case or proceeding;

(C) consents to the appointment of a custodian of it or for any substantial part of its property;

(D) makes a general assignment for the benefit of its creditors;

(E) takes any comparable action under any foreign Bankruptcy Law; or

(F) generally is not paying its debts as they become due;

(vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(A) is for relief against the Company or any of its Subsidiaries in an involuntary case or proceeding;

(B) appoints a custodian of the Company or any of its Subsidiaries, or for any substantial part of the property of the Company or any of its Subsidiaries;

(C) orders the winding up or liquidation of the Company or any of its Subsidiaries; or

(D) grants any similar relief under any foreign Bankruptcy Law, and, in each case under this Section 7(a)(v)(D), such order or decree remains unstayed and in effect for at least 60 days;

(vii) a final judgment or judgments for the payment of money (to the extent not paid or fully covered by insurance maintained in accordance with the requirements of the Credit Agreement and as to which the relevant insurance company has not denied coverage) aggregating in excess of $3,000,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within sixty (60) days after the entry, assessment or issuance thereof, bonded, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; and

14

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(viii) a default in any of the Company’s obligations under Sections 8(a) or 8(b) of this Note where such default is not cured or waived in writing by the Holder within ninety (90) days after the occurrence of such default.

(b) Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued and unpaid Interest, if any, and all other amounts owing in respect thereof through the date of the Event of Default, shall become, at the election of the Holder, immediately due and payable in cash. Upon the payment in full of all amounts due to the Holder, the Holder shall promptly surrender this Note to or as directed by the Company. Such election by the Holder may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of this Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 8. Reporting. So long as amounts due under this Note remain outstanding, the Company shall furnish to the Holder:

(a) if the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, all Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K that the Company is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not send to the Holder any material for which the Company has received, or is seeking in good faith and has not been denied, confidential treatment by the SEC, and any report that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Holder at the time such report is so filed via the EDGAR system (or such successor); and

(b) if the Company is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, at any time when the Conversion Shares issuable upon conversion of the Note are “restricted securities” (as defined in Rule 144), the information required to be delivered pursuant to Rule 144(c)(2) under the Securities Act.

Section 9. Miscellaneous.

(a) Interpretive Provisions. With reference to this Note, unless otherwise specified herein:

(i) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(ii) the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Note shall refer this Note as a whole and not to any particular provision thereof;

15

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(iii) references in this Note to an Exhibit, Schedule, Article, Section, clause or subclause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Note;

(iv) the term “including” is by way of example and not limitation;

(v) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(vi) any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(vii) the term “or” means “and/or”; and

(viii) on the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(b) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally, by email attachment or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth for the Company in the Securities Exchange Agreement, or such other email address or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(b). Any and all notices or other communications or deliveries to be provided by the Company hereunder, including an Optional Redemption Notice or Fundamental Change Notice, shall be in writing and delivered personally or by email attachment or sent by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing on the books of the Company, or if no such email attachment or address appears on the books of the Company, at the principal place of business of the Holder, as set forth in the Securities Exchange Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email attachment to the email address set forth in the Securities Exchange Agreement prior to 5:30 PM Eastern time on any date, (ii) the next VWAP Trading Day after the date of transmission, if such notice or communication is delivered via email attachment to the email address set forth in the Securities Exchange Agreement on a day that is not a VWAP Trading Day or later than 5:30 PM Eastern time on any VWAP Trading Day, (iii) the second VWAP Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service and (iv) upon actual receipt by the Party to whom such notice is required to be given.

(c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or

16

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

destroyed Note, a new Note for the principal amount of the Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Note.

(d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a Party or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each Party hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(e) Amendments; Waivers. Any provision of this Note may be amended or waived, and consent to any departure by the Company of the terms of this Note may be granted, by a written instrument executed by the Company and the Holder. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.

(f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances so long as this Note as so modified continues to express,

17

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

without material change, the original intentions of the Company and the Holder as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Company or the Holder or the practical realization of the benefits that would otherwise be conferred upon the Company or the Holder. The Company and the Holder will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(g) Usury. Notwithstanding any provision to the contrary contained herein, it is expressly agreed and provided that the total liability of the Company under the this Note (or any other Transaction Document) for payments in the nature of Interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of Interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under such documents exceed the Maximum Rate. The Parties agree that if the maximum contract rate of interest allowed by law and applicable to such documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to such documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this Note and the other Transaction Documents, such excess will be applied by the Holder to the unpaid principal balance of this Note or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.

(h) Remedies; Other Obligations. The remedies provided in this Note are cumulative and the exclusive remedies for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion, redemption and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

(i) Transfer Restrictions. The transfer, assignment or participation of any amount of this Note effected by the Holder is subject to the Company’s prior written consent, and the Company reserves the right to refuse to transfer, assign or grant a participation in this Note. Each of the following shall be deemed a transfer that shall require the Company’s prior written consent: (i) the Holder merges with or into or consolidates with another entity under circumstances where the owners of the Holder immediately prior to such merger or consolidation do not own after such merger or consolidation equity interests representing at least 50% of the voting power of the Holder or the surviving or resulting entity, as the case may be; (ii) equity interests representing 50% or more of the voting power of the Holder are otherwise transferred to an unrelated third party; and (iii) the Holder is liquidated, or sells or otherwise disposes of all or substantially all of its assets.

18

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

(j) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

(k) Execution. In the event that any signature to this Note is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file or other electronic transmission (including pdf format and any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ or such other electronic transmission signature page were an original thereof.

(l) Further Assurances. The Company and the Holder hereby agree to take such actions consistent with the terms of this Note as may be reasonably necessary, including, if necessary, any amendments hereto in accordance with Section 9(e) in order to ensure that the Conversion Shares are Freely Tradeable upon issuance pursuant to the then applicable guidance of the SEC without changing the economic terms set forth in this Note.

[Signature Page Follows]

19

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

IN WITNESS WHEREOF, the Parties have caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

FISCALNOTE HOLDINGS, INC.

By:

Name:

Title:

[NOTEHOLDER]

By:

Name:

Title:

Signature Page to Note

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert, in whole or in part, the Senior Subordinated Convertible Promissory Note due ___, 2028 (the “Note”) of FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), into shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”) according to the conditions contained in the Note, as of the date written below. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Note.

Conversion Information:

Holder:

Conversion Date:

Principal Amount of the Note:

Number of Shares of Common Stock to Be Issued:

Signature:

Name:

Address for Delivery of Common Stock Certificates:

Or

DWAC Instructions:

Broker No:

Account No:

Annex A

DOCPROPERTY "CUS_DocIDChunk0" 102511047.2

EX-10.37

Composite Form of Subordinated Convertible Promissory Note

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FOR PURPOSES OF SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH AN ORIGINAL ISSUE DISCOUNT. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. ANY SUCH WRITTEN REQUEST SHOULD BE MADE PURSUANT TO SECTION 7(C) OF THIS NOTE.

Note Regarding Assumption of this Note:

On July 29, 2022 (the “Effective Time”), pursuant to that certain Agreement and Plan of Merger, dated as of November 7, 2021, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022 (the “Business Combination Agreement”), by and among FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.) (“New FiscalNote”), Grassroots Merger Sub, Inc. (“Merger Sub”) and FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) (“Legacy FiscalNote”), Merger Sub merged with and into Legacy FiscalNote, with Legacy FiscalNote as the surviving company in the merger and, after giving effect to such merger, Legacy FiscalNote became a wholly owned subsidiary of New FiscalNote (the “Business Combination”). Pursuant to the Business Combination, among other things, at the Effective Time of the Business Combination, all of the outstanding and unexercised convertible notes of Legacy FiscalNote immediately prior to the Effective Time, including this Note, were automatically assumed by New FiscalNote.

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

FISCALNOTE HOLDINGS, INC.

SUBORDINATED CONVERTIBLE PROMISSORY

NOTE

$___________

________, 2019

FOR VALUE RECEIVED, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”) promises to pay to _____________, or its registered assigns (“Investor”), in lawful money of the United States of America the principal sum of $___________, or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Subordinated Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to 15% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days; provided, that, if the Note it still outstanding after the Maturity Date, the interest rate beginning on the day after the Maturity Date shall equal 25% per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable upon demand by the Investor after the earlier of (i) July 31, 2025, or (ii) an Event of Default (the “Maturity Date”). This Note is the “Note” issued pursuant to the Purchase Agreement.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1.Payments.

1.(a) Interest. Accrued interest on this Note shall be payable in-kind annually, in arrears (any interest payable in kind being referred to herein as the “PIK Interest”). The principal amount of the Note will increase in an amount equal to such PIK Interest for the applicable interest period on the last day of such interest period (the “Interest Payment Date” and the initial principal amount of the Note plus PIK Interest paid less any principal amount of the Note redeemed, the “Current Principal Amount”). The Note will bear interest on the increased principal amount thereof from and after the applicable Interest Payment Date on which a payment of PIK Interest is made.

2.(b) No Voluntary Prepayment. The Company may not prepay this Note in whole or in part.

3.(c) Conversion. In lieu of cash payment of outstanding principal and all accrued and unpaid interest, those amounts may be converted in whole or in part to fully paid and nonassessable shares of stock in the Company, as set forth in this Note. The Note shall not continue to accrue PIK interest for any converted portion of the Note thereon to the Maturity Date.

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

2.Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents:

(a)Failure to Pay. The Company shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within five (5) business days of the Company’s receipt of written notice to the Company of such failure to pay; or

(b)Breaches of Covenants. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents (other than those specified in Section 2(a)) and such failure shall continue for ten (10) business days after the Company’s receipt of written notice to the Company of such failure; or

(c)Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Company to Investor in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Investor to enter into this Note and the other Transaction Documents, shall be false or incorrect in any material respect when made or furnished; or

(d)Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

(e)Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement.

(f)Judgments. A final judgment or order for the payment of money shall be rendered against the Company and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of the property of the Company or any of its subsidiaries, if any and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within 30 days after issue or levy.

(g)Cross Default and Cross Acceleration. The occurrence of an event of default under any

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

indebtedness of the Company or the acceleration of repayment declared by the applicable lender under any indebtedness of the Company.

3.Rights of Investor.

(a)Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default, the Investor shall receive the rights under Section 3(b).

(b)Rights of Investor upon Maturity Date. On or after the Maturity Date, Investor may, with the written consent of a Majority in Interest of Investors, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. If the Company is unable to pay all outstanding Obligations payable in response to such demand due to the terms of any then outstanding Senior Indebtedness, then, (a) the amount due shall be (i) all Current Principal Amount of the Note plus any accrued interest thereon plus (ii) 100% of the Current Principal Amount, or (b) the Investor may, at its option, convert all outstanding Obligations into (1) shares of the most senior then-existing class and series of capital stock of the Company at the lower of 80% of the per share price paid by other holders of such capital stock or $197.5 million divided by the aggregate number of outstanding shares of the Company’s fully diluted shares as of immediately prior to pricing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note), or (2) shares of any Conversion Event occurring after the Maturity Date at the conversion price equal to one-half of the Conversion Price (as defined herein).

If (a) the Note remains outstanding until or after the Maturity Date, or there is an Extended Maturity Date pursuant to Section 4 of the Letter Agreement, and (b) the Company effects a Conversion Event or a Change of Control within twelve (12) months after repayment, then (whether or not the Note has been so repaid) the Investor shall be entitled to either (i) participate in such Conversion Event at the Conversion Price or (ii) to receive the same consideration it would have in the Change of Control if the Note had remained outstanding (less the amount repaid by the Company, if applicable). In addition, if the Note is converted by the Company pursuant to Section 4(d) and, if applicable, the Company pays the Investor cash or additional shares of Common Stock pursuant to the Letter Agreement, the Note shall be deemed to have remained outstanding for purposes of the foregoing sentence until the later of (i) the Maturity Date or the Extended Maturity Date, if any, and (ii) the date of the last payment of (a) net cash proceeds to the Investor pursuant to the Plan and any Subsequent Plan and (b) cash by the Company to the Investor pursuant to the Letter Agreement, entitling the Investor to participate in such a Conversion Event or receive the same consideration in such a Change of Control, and the amount of the Note repaid by the Company shall be deemed to be equal to the sum of (i) the net cash proceeds paid to the Investor pursuant to the Plan and any Subsequent Plan and (ii) any cash paid by the Company to the Investor pursuant to the Letter Agreement.

4.Conversion.

(a)Optional Conversion. At any time while the Note is outstanding, at the option of the Investor in such Investor’s sole discretion, such Investor’s Note shall convert, in whole or in part,

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

into preferred shares of the then most senior then-existing class and series of capital stock of the Company, at the price equal to the Conversion Cap divided by the aggregate number of outstanding shares of the Company’s fully diluted shares as of immediately prior to pricing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note). Rights to dividends, if any, for the converted Current Principal Amount shall be pursuant to the class and series of capital stock to which the Current Principal Amount converts. The Note shall continue to accrue the PIK Interest for any unconverted portion of the Note thereon to the Maturity Date.

(b)Automatic Conversion. The Current Principal Amount of the Note plus any accrued interest thereon shall automatically be converted in connection with any of the following events on or prior to the Maturity Date (each a “Conversion Event”) into fully paid and nonassessable shares of the preferred stock issued in such Conversion Event (the “Conversion Shares”) subject to the Conversion Price (as defined below), effective upon the earliest of the Conversion Events. The total number of shares of preferred stock to be issued upon automatic conversion pursuant to this Section 4(a) shall equal (x) the outstanding principal amount of this Note and all accrued and unpaid interest on this Note, divided by (y) the Conversion Price (the “Total Automatic Conversion Shares”). The preferred stock shall have the same rights, preferences, and privileges of the stock issued in such Conversion Event.

(i)the closing of a firm commitment underwritten public offering made on a U.S. nationally recognized exchange with an offering price of not less than twice (2x) the Series F original issue price, as adjusted for capitalizations and the like;

(ii)the U.S. Securities and Exchange Commission declaring a registration statement of the Company effective with an offering price per share of not less than twice (2x) the Series F original issue price, as adjusted for capitalizations and the like (other than in connection with an underwritten public offering); or

(iii)the initial closing of an equity financing of $50.0 million or more, excluding the aggregate principal and accrued interest of any indebtedness converted into securities in such financing, and with a price per share of at least the Series F original issue price, as adjusted for recapitalizations and the like (a “Qualified Financing”).

(c)Change of Control Conversion. If there is a Change of Control of the Company prior to the full conversion of the Note for any reason, then at the election of the Investor in the Investor’s sole discretion, the Note shall either (i) be redeemed, prior in preference to any equity securities, at a price equal to the sum of (A) the Current Principal Amount of the Note plus any accrued and unpaid interest thereon plus (B) 100% of the Current Principal Amount, or (ii) the Current Principal Amount of the Note plus any accrued and unpaid interest thereon shall convert into shares of the most senior then-existing class and series of capital stock of the Company concurrent with and contingent upon the consummation of the Change of Control at a “Conversion Price” equal to the Conversion Cap divided by the aggregate number of outstanding shares of the Company’s fully diluted shares as of immediately prior to pricing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note). The Company shall deliver to the Investor written notice of any Change of Control at least twenty (20) days prior to

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

consummation of any Change of Control. The merger or consolidation of the Company in which its shareholders do not retain a majority of the voting power in the surviving corporation, a sale of all or substantially all of the Company’s assets, or an exclusive, irrevocable licensing of all or substantially all of the Company’s intellectual property to a third party shall each be deemed a Change of Control.

(d)Company Conversion Option. So long as no Event of Default has occurred and is continuing and subject to the proviso at the end of this sentence, at any time during the period beginning after the 8-K Filing and ending on the close of business on the second trading day immediately prior to the Maturity Date, the Company may from time to time, at its sole election, convert (the “Optional Conversion Right”) all or a portion of the Applicable Amount of the Note into a number of duly authorized, validly issued, fully paid and non-assessable shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), equal to the quotient produced by dividing the (i) Current Principal Amount being converted plus PIK Interest thereon that would accrue through the Maturity Date by (ii) the average of the volume weighted average sale price of one share of Common Stock as reported on the New York Stock Exchange for the five (5) consecutive trading day period ending on the last trading day immediately preceding the date of conversion; provided, however, that such shares of Common Stock are Freely Tradeable at issuance and no stockholder approval contemplated by Section 312.03 of the NYSE Listed Company Manual is required with respect to the issuance of any such shares of Common Stock. The “Applicable Amount” means 20.0% of the Current Principal Amount of the Note as of the date of the Letter Agreement plus PIK Interest thereon that would accrue through the Maturity Date. The Company will pay or deliver, as applicable, the shares of Common Stock (and any cash due pursuant to Section 4(g)(ii)) upon any such conversion of this Note to the Investor on or before the second business day immediately after the date of any such conversion. Following an exercise of the Optional Conversion Right, the Company may only subsequently exercise the Optional Conversion Right after all shares of Common Stock previously issued to the Investor pursuant to such prior conversion have been sold pursuant to the Plan.

(e)Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company subsequent to a Qualified Financing which triggers conversion of the Note into the shares sold in the Qualified Financing, Investor shall be entitled to an amount equal per Conversion Share equal to liquidation preference amount received by the other holders of other shares sold in the Qualified Financing plus an amount equal to all accrued and unpaid dividends (the “Liquidation Amount”), in the order of priority of the same class and series as the Qualified Financing shares and after payment of senior indebtedness. After the payment of such preferential amounts, any remaining assets shall be distributed to the holders of the junior class and series shares or common stock. If the assets are insufficient to permit payment of the Liquidation Amount in full to all holders of the Qualified Financing preferred shares, the assets shall be distributed ratably to the holders of the Qualified Financing shares in proportion to the amount each such holder would otherwise be entitled to receive. A merger or consolidation of the Company in which its shareholders do not retain a majority of the voting power in the surviving corporation, a sale of all or substantially all of the Company’s assets, or an exclusive, irrevocable licensing of all or substantially all of the Company’s intellectual property to a third party shall each be deemed to be a liquidation, dissolution or winding up of the Company.

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

(f)Registration Rights. Following a Conversion Event (other than a Change of Control Conversion), the Investor shall be entitled to customary resale registration rights commencing no earlier than six months after such Conversion Event.

(g)Conversion Procedure.

(i)Conversion Pursuant to Section 4(a). If this Note is to be automatically converted, written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company, and shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers participating in the Conversion Event, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up agreement in connection with an initial public offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Conversion Event for cancellation; provided, however, that upon the closing of the Conversion Event, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Conversion Event and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

(ii)Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable conversion price by the fraction of a share not issued pursuant to the previous sentence. In addition, to the extent not converted into shares of capital stock, the Company shall pay to Investor any interest accrued on the amount converted and on the amount to be paid by the Company pursuant to the previous sentence. Except as otherwise provided in Section 3(a) or in the Letter Agreement, upon conversion of this Note in full and the payment of the amounts specified in this paragraph, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.

(h)Conversion Preferred Stock. Should all of any series of preferred stock issuable upon conversion of this Note be, at any time prior to full payment of this Note, redeemed or converted

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

into shares of Company’s common stock in accordance with the Company’s certificate of incorporation, then, to the extent this Note is convertible into such preferred stock, this Note shall immediately become convertible into that number of shares of common stock equal to the number of shares of the common stock that would have been received if this Note had been converted in full and the preferred stock received thereupon had been simultaneously converted into common stock immediately prior to such event.

(i)Notices of Record Date. In the event of:

(j)Any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

(ii)Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to any other Person or any consolidation or merger involving the Company; or

(iii)Any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to Investor at least ten (10) days prior to the earliest date specified

therein, a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of such dividend, distribution or right; or (B) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

5.Subordination. The Obligations evidenced by this Note are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness.

(a)Lien Subordination. Investor subordinates to holders of Senior Indebtedness any security interest or Lien that Investor may have or in the future obtain in any property of the Company. Notwithstanding the respective dates of attachment or perfection of the security interest of Investor and the security interest of holders of Senior Indebtedness, the security interest of holders of Senior Indebtedness in the property of the Company shall at all times be prior to the security interest of Investor. The subordination and priorities set forth in this paragraph are expressly conditioned upon the nonavoidability and perfection of the security interest to which another security interest is subordinated, and if the security interest to which another security interest is subordinated is not perfected or is avoidable, for any reason, then the subordinations and relative priority provided for in this paragraph shall not be effective as to the particular property that is the subject of the unperfected or avoidable security interest.

(b)Payment Subordination. All Obligations are subordinated in right of payment to all obligations of the Company to holders of Senior Indebtedness now existing or hereafter arising. If the Investors demands repayment on or after the Maturity Date and the Company is unable to repay

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

the Note due to the terms of any then outstanding Senior Indebtedness, then the Investor shall be entitled to (a) receive the amount due as set forth in Section 3(b) of this Agreement, or (b) receive equity securities of the Company from the conversion of the Obligations as set forth in Section 3(b) of this Agreement, and Investor will not exercise any remedy with respect to any collateral securing Senior Indebtedness, nor will Investor commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against the Company, for so long as any Senior Indebtedness without consent in writing by holders of Senior Indebtedness. Notwithstanding the foregoing, the Investor shall be entitled to receive the equity securities of the Company from the conversion of all or any part of the Obligations as set forth in the Conversion sections of this Agreement, and other payments consented to in writing by holders of Senior Indebtedness.

(c)Turnover. Investor shall promptly deliver to holders of Senior Indebtedness in the form received (except for endorsement or assignment by Investor where required by holders of Senior Indebtedness) for application to the Senior Indebtedness any payment, distribution, security or proceeds received by Investor with respect to the Obligations other than in accordance with this Section 5.

(d)Insolvency Proceedings. In the event of the Company’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, the provisions of this Section 5 shall remain in full force and effect, and except as otherwise permitted in this Section 5, the Senior Indebtedness shall be paid in full before any payment is made to Investor.

(e)Attorney-in-Fact. For so long as any of the Senior Indebtedness remains unpaid, Investor irrevocably appoints holders of Senior Indebtedness as Investor’s attorney-in-fact, and grants to holders of Senior Indebtedness a power of attorney with full power of substitution, in the name of Investor or in the name of holders of Senior Indebtedness, for the use and benefit of holders of Senior Indebtedness, without notice to Investor, to perform at holders of Senior Indebtedness’s option the following acts in any bankruptcy, insolvency or similar proceeding involving the Company:

(i)To file the appropriate claim or claims in respect of the Obligations on behalf of Investor if Investor does not do so prior to twenty (20) days before the expiration of the time to file claims in such proceeding and if holders of Senior Indebtedness elects, in its sole discretion, to file such claim or claims; and

(ii)To accept or reject any plan of reorganization or arrangement on behalf of Investor and to otherwise vote Investor’s claims in respect of any Obligations in any manner that holders of Senior Indebtedness deems appropriate for the enforcement of its rights hereunder if the Investor fails to make any such election prior to five (5) business days before the expiration of the time for Investor to make such election(s).

(f)Reinstatement. This Section 5 shall remain effective for so long as the Company owes any amounts under the Senior Indebtedness. If, at any time after payment in full of the Senior Indebtedness any payments of the Senior Indebtedness must be disgorged by holders of Senior

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

Indebtedness for any reason (including, without limitation, the bankruptcy of the Company), this Section 5 and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Investor shall immediately pay over to holders of Senior Indebtedness all payments received with respect to the Obligations to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Investor, holders of Senior Indebtedness may take such actions with respect to the Senior Indebtedness as holders of Senior Indebtedness, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to the Company, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting the Senior Indebtedness and any collateral securing the Senior Indebtedness, and enforcing or failing to enforce any rights against the Company or any other person. No such action or inaction shall impair or otherwise affect the rights of any holder of Senior Indebtedness hereunder. Investor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal assets, and Investor agrees that it shall not assert any such defenses or rights.

(g)Subrogation. Subject to the payment in full of all Senior Indebtedness, Investor shall be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the extent of the payments or distributions made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 5) to receive payments and distributions of assets of the Company applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between Company and its creditors, other than the holders of Senior Indebtedness and Investor, be deemed to be a payment by Company to or on account of this Note; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which Investor would be entitled except for the provisions of this Section 5 shall, as between Company and its creditors, other than the holders of Senior Indebtedness and Investor, be deemed to be a payment by Company to or on account of the Senior Indebtedness.

(h)Further Assurances. By acceptance of this Note, Investor agrees to execute and deliver customary forms of subordination agreement requested from time to time by holders of Senior Indebtedness, and as a condition to Investor’s rights hereunder, the Company may require that Investor execute such forms of subordination agreement; provided that such forms shall not impose on Investor terms materially less favorable than those provided herein.

(i)Reliance of Holders of Senior Indebtedness. Investor, by its acceptance hereof, shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the creation of the indebtedness evidenced by this Note, and each such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Indebtedness.

6.Definitions. As used in this Note, the following capitalized terms have the following meanings:

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

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

“Additional Interest” shall have the meaning defined in the Letter Agreement.

“Additional Shares” shall have the meaning defined in the Letter Agreement.

“Broker” shall have the meaning defined in the Letter Agreement.

“Broker Fees” shall have the meaning defined in the Letter Agreement.

“Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

“Conversion Cap” shall mean $395.0 million; provided, that if the Company or any of its subsidiaries sells or exclusively licenses a substantial portion of its assets, then the Conversion Cap shall be appropriately decreased from $395.0 million by the aggregate purchase price of such assets or exclusive license.

“Conversion Event” shall mean any one of the following events:

i.the closing of a firm commitment underwritten public offering made on a U.S. nationally recognized exchange with an offering price of not less than twice (2x) the Series F original issue price, as adjusted for capitalizations and the like;

ii.the U.S. Securities and Exchange Commission declaring a registration statement of the Company effective with an offering price per share of not less than twice (2x) the Series F original issue price, as adjusted for capitalizations and the like (other than in connection with an underwritten public offering); or

iii.the initial closing of an equity financing of $50.0 million or more, excluding the aggregate principal and accrued interest of any indebtedness converted into securities in such financing, and with a price per share of at least the Series F original issue price, as adjusted for recapitalizations and the like.

“Conversion Price” shall mean the following in the context of the defined Conversion Event:

i.If the Conversion Event is an underwritten public offering of the Conversion Shares,

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

the “Conversion Price” shall be the price per Conversion Share that is the lesser of (1) the price per Conversion Share that is the midpoint of the estimated price range (determined in good faith by the Company’s Board of Directors, in consultation with the participating investment banks) set forth on the cover page of the last preliminary prospectus filed by the Company with the SEC prior to pricing, or (2) the Conversion Cap divided by the aggregate number of outstanding shares of the Company’s fully diluted shares as of immediately prior to pricing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note).

ii.If the Conversion Event is a public offering of the Conversion Shares other than an underwritten public offering, the “Conversion Price” shall be the lesser of (1) the price per Conversion Share determined by the Company’s most recent 409A valuation, or (2) the Conversion Cap divided by the aggregate number of outstanding shares of the Company’s fully diluted shares as of immediately prior to pricing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note).

iii.If the Conversion Event is a Qualified Financing, the “Conversion Price” shall be equal to or the lesser of (1) 80% of the per share price paid by the Qualified Financing investors or (2) the price equal to the quotient of the Conversion Cap divided by the aggregate number of outstanding shares of the Company’s common stock as of immediately prior to the initial closing of the Qualified Financing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Note). The Conversion Shares shall have the same terms, conditions, and liquidation amount and preference as those issued to the investors in the Qualified Financing.

“Conversion Shares” shall have the meaning defined in the Letter Agreement.

“Event of Default” has the meaning given in Section 2 hereof.

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

“Extended Maturity Date Payment” shall have the meaning defined in the Letter Agreement.

“Extended Maturity Date Shares” shall have the meaning defined in the Letter Agreement.

“Freely Tradeable” means, with respect to any shares of Common Stock issued or issuable pursuant to Section 4(d) or pursuant to the Letter Agreement, that (A) such shares are (or, when issued, will be) issued by the Company pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the “Securities Act”), and without any requirement for registration under any state securities or “blue sky” laws; (B) (i) all such shares can be sold by the Investor pursuant to Rule 144 under the Securities Act (“Rule 144”) without restriction on volume or manner of sale in any three-month period, and (ii) the Company shall be in compliance with the current public information required under Rule 144; (C) such shares are (or, when issued, will be) (i) represented by book-entries at the Depositary Trust Company and identified therein by an “unrestricted” CUSIP number; (ii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (iii) listed and

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

admitted for trading, without suspension or material limitation on trading, on the New York Stock Exchange; and (D) no delisting or suspension by the New York Stock Exchange has been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is pending as evidenced by (x) a writing by the New York Stock Exchange or (y) the Company falling below the minimum listing maintenance requirements of the New York Stock Exchange.

“Fully Diluted Capitalization” shall mean, as of immediately prior to automatic conversion of this Note, the sum of (i) the outstanding shares of common stock of the Company; (ii) the shares of common stock of the Company directly or indirectly issuable upon conversion or exchange of all outstanding securities directly or indirectly convertible into or exchangeable for common stock of the Company and the exercise of all outstanding options and warrants; and (iii) the shares of common stock of the Company reserved, but neither issued nor the subject of outstanding awards, under any equity incentive or similar plan of the Company; provided that Fully Diluted Capitalization shall not include (i) the Notes and the securities directly or indirectly issuable upon conversion or exchange of the Notes, (ii) other outstanding convertible promissory notes and any related warrants and the securities directly or indirectly issuable upon conversion or exchange of such other outstanding convertible promissory notes and the exercise of any such related warrants, or (iii) in any securities issued in the financing, any shares of common stock of the Company directly or indirectly issuable upon conversion, exchange or exercise of such securities and any increase in the number of shares reserved for issuance under the Company’s equity incentive or similar plans or arrangements in connection with the financing.

“Initial Public Offering” shall mean the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock made on a U.S. nationally recognized exchange pursuant to a registration statement filed under the Securities Act.

“Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

“Investors” shall mean the investors that have purchased Notes.

“Letter Agreement” shall mean the Letter Agreement, dated as of _____, 2025 (as amended, modified or supplemented), by and among the Company and the Investor.

“Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

“Majority in Interest of Investors” shall mean the Investor(s) holding more than 50% of the aggregate outstanding principal amount of the Notes.

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

“Notes” shall mean the subordinated convertible promissory note issued pursuant to the Note Purchase Agreement issued as of _________, 2019, by the Company in the original aggregate

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

principal amount of $___________.

“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post- petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Plan” shall have the meaning defined in the Letter Agreement.

“Purchase Agreement” shall mean the Note Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented), by and among the Company and the Investors.

“Qualified Financing” shall mean the initial closing of an equity financing of $50.0 million or more, excluding the aggregate principal and accrued interest of any indebtedness converted into securities in such financing, and with a price per share of at least the Series F original issue price, as adjusted for recapitalizations and the like.

“Repayment Amount” shall have the meaning defined in the Letter Agreement.

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

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Senior Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this Note, the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement and other amounts due in connection with, (i) indebtedness for borrowed money of the Company, to banks, commercial finance lenders or other lending institutions regularly engaged in the business of lending money (excluding (A) any indebtedness convertible into equity securities of the Company and (B) indebtedness in connection with capital leases or operating leases used solely for the purchase, finance or acquisition of equipment and where such indebtedness is secured solely by such equipment), (ii) indebtedness of the Company owed to counterparties in strategic acquisitions entered into by the Company (including, without limitation, that certain Subordinated Promissory Note, dated as of August 20, 2018 issued by each of the Company and CQ-Roll Call, Inc. to The Economist Group (US Holdings) Limited), and (iii) any extension, refinance, renewal, replacement, defeasance or refunding of any indebtedness described in clauses (i) or (ii).

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

“Subsequent Plan” shall have the meaning defined in the Letter Agreement.

“Total Repayments” shall have the meaning defined in the Letter Agreement.

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

7.Miscellaneous.

(a)Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof; No Transfers to Bad Actors; Notice of Bad Actor Status.

(i)Subject to the restrictions on transfer described in this Section 7(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(ii)With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 7(a) that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made. Each Note thus transferred and each certificate, instrument or book entry representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.Notwithstanding the foregoing, this provision shall not apply to any shares of Common Stock issued pursuant to Section 4(d) or pursuant to the Letter Agreement.

(iii)Subject to Section 7(a)(ii), transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the Purchase Agreement. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

(iv)Investor agrees not to sell, assign, transfer, pledge or otherwise dispose of any securities of the Company, or any beneficial interest therein, to any person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. Investor will promptly notify the Company in writing if Investor or, to Investor’s knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act.Notwithstanding the foregoing, this provision shall not apply to any shares of Common Stock issued pursuant to Section 4(d) or pursuant to the Letter Agreement.

(b)Information Rights. For so long as the Note or Conversion Shares are outstanding, the Company will provide the Majority in Interest of Investors with the information it furnishes to Major Holders under Section 3.1 of the Company’s Investors’ Rights Agreement, as may be amended from time to time.

(c)Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and a Majority in Interest of Investors; provided, however, that no such amendment, waiver or consent shall: (i) reduce the principal amount of this Note without Investor’s written consent, or (ii) reduce the rate of interest of this Note without Investor’s written consent.

(d)Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. In the event of any conflict between the Company’s books and records and this Note or any notice delivered hereunder, the Company’s books and records will control absent fraud or error. Subject to the limitations set forth in Delaware General Corporation Law §232(e), Investor consents to the delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to any facsimile number for Investor in the Company’s records, (ii) electronic mail to any electronic mail address for Investor in the Company’s records, (iii) posting on an electronic network together with separate notice to Investor of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation Law) directed to Investor. This consent may be revoked by Investor by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232.

(d)Payment. Unless converted into the Company’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(e)Usury. In the event any interest is paid on this Note which is deemed to be in excess of the

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

(f)Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state. Notwithstanding any provision of this Note to the contrary, this Note shall be (to the extent necessary to satisfy the requirements of Section 22062(b)(3)(D) of the California Financial Code) subject to the implied covenant of good faith and fair dealing arising under Section 1655 of the California Civil Code.

(g)Jurisdiction and Venue. Each of Investor and the Company irrevocably consents to the exclusive jurisdiction of, and venue in, the state and federal courts in the State of New York, in connection with any matter based upon or arising out of this Note or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such persons.

(h)Waiver of Jury Trial; Judicial Reference. By acceptance of this Note, Investor hereby agrees and the Company hereby agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note or any of the Transaction Documents.

(i)Tax Withholding. Notwithstanding any other provision to the contrary, the Company shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable with respect to this Note such amounts as may be required to be deducted or withheld therefrom under any provision of applicable law, and to be provided any necessary tax forms and information, including Internal Revenue Service Form W-9 or appropriate version of IRS Form W-8, as applicable, from each beneficial owner of the Note. To the extent such amounts are so deducted or withheld and paid over to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the person to whom such amounts otherwise would have been paid.

(Signature Page Follows)

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

The Company has caused this Note to be issued as of the date first written above.

FISCALNOTE HOLDINGS, INC.

a Delaware corporation

By:

Name:

Title:

DOCPROPERTY "CUS_DocIDChunk0" 102764419.2

EX-10.38

LETTER AGREEMENT

This Letter Agreement (this “Letter Agreement”), dated as of _______, 2025, by and between __________ (with its registered assigns, the “Investor”), 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 Investor as of _________, 2019 and assumed by the Company (the “Note”). Capitalized terms used but not defined herein have the respective meanings assigned to them in the Note.

WHEREAS, the Parties desire to amend the terms of the Note to (i) permit the Company to convert the Note into shares (the “Conversion Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the Common Stock”), from time to time, (ii) require that the Company pay cash or issue additional shares of Common Stock (the “Additional Shares”) to the Investor if the Investor’s sale of the Conversion Shares does not generate net cash proceeds to the Investor equal to the Current Principal Amount of the Note as of the date of this Letter Agreement plus (a) all PIK Interest thereon that would accrue through the Maturity Date and (b) all fees, costs and expenses of the Broker (“Broker Fees”) in selling the Conversion Shares pursuant to the terms of the Plan and/or Additional Shares, if any, pursuant to any Subsequent Plan (collectively, the “Repayment Amount”) and (iii) extend the Maturity Date as provided herein in the event the amount of the Total Repayments (as defined herein) is less than the Repayment Amount.

WHEREAS, the Investor has entered into a trading plan (the “Plan”) a broker mutually agreed to by the Company and the Investor (the “Broker”) which governs sales of the Conversion Shares as set forth in Exhibit A hereto, and if any Additional Shares or Extended Maturity Date Shares (as defined herein) are issued, the Investor shall enter into one or more subsequent trading plans (each a “Subsequent Plan”) with the Broker governing sales of such Additional Shares and/or Extended Maturity Date Shares.

WHEREAS, concurrently herewith or as soon as reasonably practicable hereafter, Nautilus Venture Partners Fund I, L.P. and Nautilus Venture Partners Fund II, L.P. (together with their respective registered assigns, the “Other Investors”) are also entering into a corresponding letter agreement with the Company amending the terms of the Other Investors’ Subordinated Convertible Promissory Note made by Legacy FiscalNote and assumed by the Company (the “Other Letter Agreement”) and a corresponding trading plan with a brokerage firm.

WHEREAS, the amendment of the Note pursuant to this Letter Agreement, the issuance of the Conversion Shares pursuant to the Note and the issuance of the Additional Shares, if any, and the Extended Maturity Date Shares, if any, pursuant to this Letter Agreement shall be exempt under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Letter Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1.1. Amendments to the Note.

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

a.The Parties agree that the second paragraph of Section 3(b) of the Note is hereby amended and restated in its entirety to read as follows:

“If (a) the Note remains outstanding until or after the Maturity Date, or there is an Extended Maturity Date pursuant to Section 4 of the Letter Agreement, and (b) the Company effects a Conversion Event or a Change of Control within twelve (12) months after repayment, then (whether or not the Note has been so repaid) the Investor shall be entitled to either (i) participate in such Conversion Event at the Conversion Price or (ii) to receive the same consideration it would have in the Change of Control if the Note had remained outstanding (less the amount repaid by the Company, if applicable). In addition, if the Note is converted by the Company pursuant to Section 4(d) and, if applicable, the Company pays the Investor cash or additional shares of Common Stock pursuant to the Letter Agreement, the Note shall be deemed to have remained outstanding for purposes of the foregoing sentence until the later of (i) the Maturity Date or the Extended Maturity Date, if any, and (ii) the date of the last payment of (a) net cash proceeds to the Investor pursuant to the Plan and any Subsequent Plan and (b) cash by the Company to the Investor pursuant to the Letter Agreement, entitling the Investor to participate in such a Conversion Event or receive the same consideration in such a Change of Control, and the amount of the Note repaid by the Company shall be deemed to be equal to the sum of (i) the net cash proceeds paid to the Investor pursuant to the Plan and any Subsequent Plan and (ii) any cash paid by the Company to the Investor pursuant to the Letter Agreement.”

b.The Parties agree that Section 4 of the Note is hereby amended by inserting a new paragraph (d) as follows (and the subsequent paragraphs in Section 4 are hereby deemed reordered accordingly):

“(d) Company Conversion Option. So long as no Event of Default has occurred and is continuing and subject to the proviso at the end of this sentence, at any time during the period beginning after the 8-K Filing and ending on the close of business on the second trading day immediately prior to the Maturity Date, the Company may from time to time, at its sole election, convert (the “Optional Conversion Right”) all or a portion of the Applicable Amount of the Note into a number of duly authorized, validly issued, fully paid and non-assessable shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), equal to the quotient produced by dividing the (i) Current Principal Amount being converted plus PIK Interest thereon that would accrue through the Maturity Date by (ii) the average of the volume weighted average sale price of one share of Common Stock as reported on the New York Stock Exchange for the five (5) consecutive trading day period ending on the last trading day immediately preceding the date of conversion; provided, however, that such shares of Common Stock are Freely Tradeable at issuance and no stockholder approval contemplated by Section 312.03 of the NYSE Listed Company Manual is required with respect to the issuance of any such shares of Common Stock. The “Applicable Amount” means 20.0% of the Current Principal Amount of the Note as of the date of the Letter Agreement plus PIK Interest thereon that would accrue through the Maturity Date. The Company will pay or deliver, as applicable, the shares of Common Stock (and any cash due pursuant to Section 4(g)(ii)) upon any such conversion of this Note to the Investor on or before the second business day immediately after the date of any such conversion. Following an exercise of the Optional Conversion Right, the Company may only subsequently exercise the Optional

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

Conversion Right after all shares of Common Stock previously issued to the Investor pursuant to such prior conversion have been sold pursuant to the Plan.”

c.The Parties agree that the last sentence of Section 4(g)(ii) of the Note (formerly, Section 4(f)(ii) of the Note) is hereby amended and restated in its entirety to read as follows:

“Except as otherwise provided in Section 3(a) or in the Letter Agreement, upon conversion of this Note in full and the payment of the amounts specified in this paragraph, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.”

d.The Parties agree that each of paragraphs (a)(ii) and (a)(iv) of Section 7 is hereby amended by adding the following sentence at the end of each such paragraph:

“Notwithstanding the foregoing, this provision shall not apply to any shares of Common Stock issued pursuant to Section 4(d) or pursuant to the Letter Agreement.”

e.The Parties agree that the following defined term in Section 6 of the Note is hereby amended and restated in its entirety:

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

f.The Parties agree that the following defined terms are hereby added to Section 6 of the Note in alphabetical order:

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

““Additional Interest” shall have the meaning defined in the Letter Agreement.”

““Additional Shares” shall have the meaning defined in the Letter Agreement.”

““Broker” shall have the meaning defined in the Letter Agreement.”

““Broker Fees” shall have the meaning defined in the Letter Agreement.”

““Conversion Shares” shall have the meaning defined in the Letter Agreement.”

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

““Extended Maturity Date Payment” shall have the meaning defined in the Letter Agreement.”

““Extended Maturity Date Shares” shall have the meaning defined in the Letter Agreement.”

““Freely Tradeable” means, with respect to any shares of Common Stock issued or issuable pursuant to Section 4(d) or pursuant to the Letter Agreement, that (A) such shares are (or, when issued, will be) issued by the Company pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the “Securities Act”), and without any requirement for registration under any state

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

securities or “blue sky” laws; (B) (i) all such shares can be sold by the Investor pursuant to Rule 144 under the Securities Act (“Rule 144”) without restriction on volume or manner of sale in any three-month period, and (ii) the Company shall be in compliance with the current public information required under Rule 144; (C) such shares are (or, when issued, will be) (i) represented by book-entries at the Depositary Trust Company and identified therein by an “unrestricted” CUSIP number; (ii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (iii) listed and admitted for trading, without suspension or material limitation on trading, on the New York Stock Exchange; and (D) no delisting or suspension by the New York Stock Exchange has been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is pending as evidenced by (x) a writing by the New York Stock Exchange or (y) the Company falling below the minimum listing maintenance requirements of the New York Stock Exchange.”

““Letter Agreement” shall mean the Letter Agreement, dated as of _______, 2025 (as amended, modified or supplemented), by and among the Company and the Investor.”

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

““Plan” shall have the meaning defined in the Letter Agreement.”

““Repayment Amount” shall have the meaning defined in the Letter Agreement.”

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

““Subsequent Plan” shall have the meaning defined in the Letter Agreement.”

““Total Repayments” shall have the meaning defined in the Letter Agreement.”

2. Trading Plan. The Parties agree that any Conversion Shares issued pursuant to the Optional Conversion Right shall be sold only pursuant to the terms of the Plan. If the Investor terminates, or otherwise alters, amends or modifies, the Plan with respect to the Conversion Shares covered thereunder without the prior written consent of the Company at any time when such Conversion Shares are Freely Tradeable and prior to the completion of all sales of such Conversion Shares, the Investor agrees to forfeit any and all rights to receive Additional Shares and/or Extended Maturity Date Shares.

3. Additional Shares. If the sale of the Conversion Shares does not generate net cash proceeds received by the Investor equal to the Repayment Amount prior to the Maturity Date, the Company shall pay the Investor the difference (the “Repayment Amount Difference”) between the Repayment Amount and the net cash proceeds generated from the sale of the Conversion Shares and received by the Investor either, at the Company’s option, (i) in cash on or before the Maturity Date or (ii) subject to the provisos at the end of this sentence, by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable Additional Shares equal to the quotient produced by dividing the (i) Repayment Amount Difference by (ii) the average of the volume weighted average sale price per one share of Common Stock as reported on the New York Stock Exchange for the five (5) consecutive trading day period ending on the last trading day

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

immediately preceding the date of the issuance of the Additional Shares; provided, however, that the Company shall be required to pay the Repayment Amount Difference in cash if any such Additional Shares would not be Freely Tradeable at issuance or stockholder approval contemplated by Section 312.03 of the NYSE Listed Company Manual would be required with respect to the issuance of any such Additional Shares; and provided, further, that if the Company opts to issue the Additional Shares and the sale of the Additional Shares does not generate net cash proceeds received by the Investor equal to the Repayment Amount Difference prior to the Maturity Date, the Company shall pay the Investor in cash on or before the Maturity Date the difference between the Repayment Amount Difference and the net cash proceeds generated from the sale of the Additional Shares and received by the Investor.

4. Extended Maturity Date. Notwithstanding anything to the contrary in the Transaction Documents, on the Maturity Date, if the amount of the Total Repayments is less than the 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”). The Maturity Date Repayment Amount Difference (as defined below) shall be deemed to be the principal amount of the Note immediately after the Maturity and shall bear interest at a rate equal to 25% per annum beginning on the day after the Maturity Date (the “Additional Interest” and, collectively with the Maturity Date Repayment Amount Difference, the “Extended Maturity Date Payment”), and the Maturity Date Repayment Amount Difference plus all Additional Interest thereon shall be due to the Investor, and payable in cash, on or prior to the Extended Maturity Date; provided, however, the Company shall be permitted to satisfy its obligation with respect to the Extended Maturity Date Payment, subject to the provisos at the end of this sentence, by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Extended Maturity Date Shares”), equal to the quotient produced by dividing the (i) Maturity Date Repayment Amount Difference plus (a) all Additional Interest thereon that would accrue through the Extended Maturity Date and (b) all fees, costs and expenses of the Broker in selling the Extended Maturity Date Shares pursuant to the terms of any Subsequent Plan by (ii) the average of the volume weighted average sale price per one share of Common Stock as reported on the New York Stock Exchange for the five (5) consecutive trading day period ending on the last trading day immediately preceding the date of the issuance of the Extended Maturity Date Shares; provided, further, that the Company shall be required to pay the Extended Maturity Date Payment in cash if any such Extended Maturity Date Shares would not be Freely Tradeable at issuance or stockholder approval contemplated by Section 312.03 of the NYSE Listed Company Manual would be required with respect to the issuance of any such Extended Maturity Date Shares; and provided, further, that if the Company opts to issue the Extended Maturity Date Shares and the sale of the Extended Maturity Date Shares does not generate net cash proceeds received by the Investor equal to the Extended Maturity Date Payment prior to the Extended Maturity Date, the Company shall pay the Investor in cash on or before the Extended Maturity Date the difference between the Extended Maturity Date Payment and the net cash proceeds generated from the sale of the Extended Maturity Date Shares and received by the Investor. The “Maturity Date Repayment Amount Difference” shall mean 200.0% of the difference between (i) the Current Principal Amount of the Note as of the date of this Letter Agreement plus all PIK Interest thereon that would accrue through the Maturity Date, less (ii) the Total Repayments (after payment of all Broker Fees by the Investor). The “Total Repayments” shall mean the sum of (i) the aggregate net cash proceeds received by the Investor from the sale of

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

the Conversion Shares and/or Additional Shares immediately prior to the Maturity Date and (ii) any cash payments by the Company to the Investor pursuant to Section 3 hereof immediately prior to the Maturity Date.

5. Event of Default. Notwithstanding anything to the contrary in the Transaction Documents, there shall be no Event of Default if the Maturity Date is extended to the Extended Maturity Date and the Company otherwise complies with its obligations under the Transaction Documents; provided, however, if following an extension of the Maturity Date to the Extended Maturity Date, the Investor shall not have received the Extended Maturity Date Payment on or prior to the Extended Maturity Date (i) in cash or (ii) through net cash proceeds from sales of the Extended Maturity Date Shares, that shall constitute an Event of Default on the Extended Maturity Date.

6. Forfeiture of Conversion Shares/Additional Shares/Extended Maturity Date Shares. Notwithstanding anything to the contrary in this Agreement, if the Investor sells Conversion Shares and/or Additional Shares and the aggregate net cash proceeds in respect thereof received by the Investor equals the Repayment Amount, (a) the Investor shall forfeit the remaining Conversion Shares and/or Additional Shares, as the case may be, and shall cooperate with the Company and deliver all documents reasonably requested to the Company and/or its transfer agent to effectuate such forfeiture and (b) any remaining amount owed in respect of the Current Principal Amount plus PIK Interest thereon that would accrue through the Maturity Date shall be cancelled and, except as otherwise provided therein, the Note shall be deemed fully discharged. Notwithstanding anything to the contrary in this Agreement, if the Investor sells Extended Maturity Date Shares and the aggregate net cash proceeds in respect thereof received by the Investor equals the Extended Maturity Date Payment, (a) the Investor shall forfeit the remaining Extended Maturity Date Shares and shall cooperate with the Company and deliver all documents reasonably requested to the Company and/or its transfer agent to effectuate such forfeiture and (b) any remaining amount owed in respect of the Maturity Date Repayment Amount Difference plus Additional Interest thereon that would accrue through the Extended Maturity Date shall be cancelled and, except as otherwise provided therein, the Note shall be deemed fully discharged.

7. Documentation to Evidence Sale of Conversion Shares/Additional Shares/Extended Maturity Date Shares. When determining the net cash proceeds received by the Investor from any sale of Conversion Shares, Additional Shares and/or Extended Maturity Date Shares, as the case may be, the Investor shall, or shall cause the Broker to, provide such supporting documentation as Company reasonably requests including the (a) number of Conversion Shares, Additional Shares and/or Extended Maturity Date Shares sold, (b) date of such sales and (c) sales proceeds received by the Investor upon the sale of such shares of Conversion Shares, Additional Shares, if any, and/or Extended Maturity Date Shares, if any.

8. Calculation of PIK Interest. For purposes of calculating the PIK Interest that would accrue through the Maturity Date, the second sentence of Section 1.3(c) of the Note shall be disregarded.

9. Broker Fees; Expenses. Each Party will bear its own legal and other expenses with respect to this Letter Agreement and the transactions contemplated herein; provided, however, that the Company will reimburse the Investor’s and the Other Investors’ reasonable, documented

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

legal and other third party expenses, subject to an aggregate cap of $70,000; provided, further, the Company shall pay all documentary, stamp or similar issue or transfer taxes due on the issue of any Conversion Shares, Additional Shares, if any, and/or Extended Maturity Date Shares, if any.

10. Securities Act Exemptions. The Company represents and warrants that the amendment of the Note pursuant to this Letter Agreement, the issuance of the Conversion Shares pursuant to the Note, the issuance of the Additional Shares, if any, and the issuance of the Extended Maturity Date Shares, if any, pursuant to this Letter Agreement shall be exempt from the registration requirements under the Securities Act pursuant to Section 3(a)(9) of the Securities Act. The Company acknowledges and agrees that the Investor is not an “affiliate” (as defined in Rule 144 under the Securities Act (“Rule 144”)) of the Company. The Company represents and warrants that it has: (i) filed all required reports under section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the 12 months preceding the date hereof, other than Form 8-K reports; and (ii) submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T under the Exchange Act, during the 12 months preceding the date hereof. From the date hereof, and for as long as the Investor shall own any Conversion Shares, Additional Shares, if any, and/or Extended Maturity Date Shares, if any, the Company covenants that it will timely (i) file all required reports under section 13 or 15(d) of the Exchange Act, other than Form 8-K reports; and (ii) submit electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T under the Exchange Act. The Company further covenants that it shall take such further action as the Investor or the Broker may reasonably request, all to the extent required from time to time to enable the Investor and the Broker to sell Conversion Shares, Additional Shares, if any, and/or Extended Maturity Date Shares, if any, without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any customary legal opinions to the Company’s transfer agent. Upon the request of the Investor, the Company shall deliver to the Investor a written certification of a duly authorized officer as to whether it has complied with such requirements.

11. Representations and Warranties. The Company hereby agrees, acknowledges and confirms that, by executing this Letter Agreement, the Company shall be deemed to have made all of the representations and warranties in Section 2(a), (b), (c), (d), (f) and (g) under the Purchase Agreement as of the date hereof and all of such representations and warranties are true and correct as of the date hereof as if such representations and warranties were made by the Company; provided, however, the following capitalized terms in such representations and warranties mean the following for purposes of this Section 10: “Company” shall mean the Company (as defined in this Letter Agreement); “Senior Indebtedness” shall mean the Second Amended and Restated Credit and Guaranty Agreement, dated as of July 29, 2022, by and among FiscalNote, Inc., as Borrower and Borrower Representative, each other borrower and guarantor party thereto from time-to-time, the lenders party thereto from to time, and Runway Growth Finance Corp., as administrative and collateral agent for the lenders, as amended from time to time; and “Transaction Documents” shall mean the Transaction Documents (as defined in this Letter Agreement).

12. Effect of Agreement. Except as amended hereby, the Note is 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 waived, modified, amended and/or

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

restated as set forth herein. In the event of any inconsistency or conflict between the provisions of the Note and this Letter Agreement, the provisions of this Letter Agreement will prevail and govern. All references to the Note shall hereinafter refer to the Note as waived and modified by this Letter Agreement.

13. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Letter Agreement 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. Entire Agreement. The Note and this Letter Agreement constitutes 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. Further Assurances. The Parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary, and agree to cooperate with each other and act in good faith, to carry out the purposes and intent of this Letter Agreement.

16. Counterparts. This Letter Agreement 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.

17. Disclosure. No later than 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Letter Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Letter Agreement in the form required by the Exchange Act, (the “8-K Filing”). From and after the 8-K Filing, the Company shall have disclosed all material, non-public information regarding the Company (if any) provided to the Investor by the Company or any of its officers, directors, employees or agents. Other than as required under the Transaction Documents, the Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company from and after the date hereof unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. If any material, non-public information regarding the Company is required to be provided by the Company to the Investor pursuant to the Transaction Documents, the Company shall obtain the Investor’s prior written consent prior to providing such information to the Investor, and if the Investor fails to provide such written consent, the Company shall not be deemed to be in breach of any of the Transaction Documents as a result of the failure to provide such information.

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

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

FISCALNOTE HOLDINGS, INC.

By:

Name:

Title:

[INVESTOR]

By:

Name:

Title:

[Signature Page to Letter Agreement – Wealth Plus]

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

Exhibit A

Trading Parameters

DOCPROPERTY "CUS_DocIDChunk0" 102764718.1

EX-19

Insider Trading Policy Doc. No.: L-6 Department Name: Law Last Issue Date: February 8, 2023

I. PURPOSE

FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) has adopted this policy to prevent insider trading violations or allegations of such violations, to protect FiscalNote’s reputation for integrity and ethical conduct, and to maintain the confidence of securityholders and the public markets. Unlawful insider trading occurs when a person uses Material Nonpublic Information (as defined in Section V below) obtained through employment or other involvement with a company, to make decisions to trade that company’s securities or to provide that information to others to trade. FiscalNote and its directors, officers and employees worldwide must act in a manner that does not misuse material financial or other information that has not been publicly disclosed.

The U.S. Securities and Exchange Commission (“SEC”), U.S. Attorneys and state enforcement authorities investigate and pursue insider trading violations vigorously. Stock market surveillance techniques are sophisticated, and the SEC and other regulatory authorities can identify all parties to every stock trade. Under federal securities laws, individuals who engage in illegal insider trading or tipping can be liable for substantial criminal and civil penalties, including (i) imprisonment for up to 20 years; (ii) criminal fines of up to $5 million; and (iii) civil penalties of up to three times the profits gained or losses avoided. In addition, violation of this policy could result in company-imposed disciplinary action up to and including termination of employment for cause.

It is the policy of the Company that the Company and all its specified Insiders and Designated Outsiders (as defined below) shall fully comply in all respects with the state and federal statutes, regulations and rules regulating transactions by such individuals in Company securities and the use of Company Material Nonpublic Information.

As used in this Policy, the term “trading day” shall mean a day on which the New York Stock Exchange (“NYSE”) or the primary quotation system or national securities exchange on which the Company’s common stock is then traded or listed, is open for trading. As used in this Policy, the term “business day” shall mean a day on which the SEC’s EDGAR system will receive and accept filings.

II. SCOPE OF THE POLICY

A. MY RESPONSIBILITY. This policy covers all directors, officers and employees at all levels of the Company and of each domestic and foreign subsidiary, partnership,

venture or other business association that is effectively controlled by FiscalNote, directly or indirectly (collectively, “Insiders”), and any outsiders who have access to Material Nonpublic Information concerning the Company (collectively, “Designated Outsiders”). This policy also applies to immediate family members of, and family members who share their household with, Insiders and Designated Outsiders, or who do not live with an Insider or Designated Outsider, but whose transactions in Company securities are directed by such Insider or Designated Outsider or are subject to their influence or control. This policy also applies to any entities that an Insider or Designated Outsider influences or controls, including any corporations, limited liability companies, partnerships or trusts.

B. APPLICABLE TRANSACTIONS. This policy applies to any and all transactions involving the Company’s securities (including purchases, sales, gifts and other transactions), including common stock, preferred stock, debt securities, convertible securities and any other type of securities that the Company may issue, as well as derivative securities that relate to or involve Company securities such as put and call options.

C. PUBLICATION OF POLICY; CERTIFICATION OF COMPLIANCE. This policy will be published and available on FiscalNote’s internal intranet (Confluence) and will be provided to directors and Designated Outsiders. Insiders will be required to certify compliance with this policy in connection with their annual certification of compliance with the Company’s Code of Ethical Business Conduct.

III. DIRECTORS & OFFICERS

All directors (the “Directors”) and officers (the “Officers”) of the Company, as defined under Rule 16a-l of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Directors and Officers together, “Section 16 Individual(s)”), are subject to the reporting provisions and trading restrictions of Section 16 of the Exchange Act, and the underlying rules and regulations promulgated by the SEC. Except as otherwise provided in this policy, Directors and Officers may only effect transactions and/or programs in Company securities in accordance with the provisions of Section VII; provided, however, that the Company’s Compliance Officer (as defined in Section IV, below) may grant exceptions to Section VII below, as the Compliance Officer may determine to be appropriate in light of the facts and circumstances presented for consideration and applicable law.

IV. INSIDER TRADING COMPLIANCE COMMITTEE AND INSIDER TRADING COMPLIANCE OFFICER

A. The Company has designated its General Counsel, together with any employee duly delegated administrative responsibilities hereunder by the General Counsel, as its Insider Trading Compliance Officer (the “Compliance Officer”). The Insider Trading Compliance Committee (the “Compliance Committee”) will consist of the

Compliance Officer, the Company’s Chief Executive Officer (“CEO”) and the Chief Financial Officer. The Compliance Officer will review and either approve or prohibit all proposed transactions and/or plans in Company securities by Section 16 Individuals in accordance with the procedures set forth in Section VII, below. The Compliance Officer shall inform the Compliance Committee of any approved proposed transactions and/or plans.

B. The Compliance Officer’s duties also include but are not limited to:

1.Administering this policy and monitoring compliance with all provisions and procedures of this policy.

2.Responding promptly to all inquiries relating to this policy and related procedures.

3.Administering and monitoring compliance with all federal and state insider trading laws, rules and regulations.

4.Monitoring all employee training programs and coordinating with the People department to ensure it is completed on a timely basis.

5.Ensuring that trading blackout periods are established and conducted in accordance with Section VII.B, below.

6.Ensuring that this policy is periodically reviewed and updated as necessary to reflect changes in federal or state insider trading laws and regulations.

7.Providing copies of this policy and other appropriate materials to all current and new Insiders and Designated Outsiders.

8.Assisting the Company personnel in the preparation and filing of all required SEC reports relating to insider trading in Company securities by Insiders including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G.

C. The Company’s personnel shall maintain all records and documents required by the provisions of this policy or the procedures set forth herein and retain the Company’s record copies of all required SEC reports relating to insider trading including, without limitation, Forms 3, 4 and 5 and Schedule 13D and 13G, to the extent required under federal securities laws.

D. If the Compliance Officer is unavailable or unable to perform his or her duties at any time, then the Compliance Committee may in writing delegate and reassign the Compliance Officer’s duties for the applicable task.

V. DEFINITION OF “MATERIAL NONPUBLIC INFORMATION”

A. “MATERIAL” INFORMATION. Information is “material” if it would be expected to affect the investment or voting decisions of a reasonable stockholder or investor, or if the disclosure of the information would be expected to significantly alter the

total mix of the information in the marketplace about FiscalNote. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of FiscalNote securities or an investor’s decision to buy or sell FiscalNote securities. Both positive and negative information may be material.

Whether particular information is material can change from day to day, so it is important to assess materiality of information with respect to individual disclosures.

For purposes of this policy, there is no one, definitive standard for determining materiality. Materiality is based on an assessment of all the facts and circumstances and is often evaluated by courts and enforcement authorities with the benefit of hindsight.

While it is not possible to provide a complete list of information that could be considered “material,” examples include (but are not limited to):

1.Financial results or projections for the enterprise as a whole or for a significant business line.

2.Earnings guidance or changes to previously announced earnings guidance.

3.Potential mergers, acquisitions, divestitures, tender offers, or joint ventures.

4.Changes in assets or asset quality.

5.Significant changes in financial performance or liquidity.

6.Significant cybersecurity breaches or other incidents.

7.Changes in Company dividend policy, stock repurchase programs, stock splits or other significant capital allocation matters.

8.Registered or private offerings of equity or debt securities.

9.Innovative new products, processes, or discoveries.

10.Significant developments regarding customers or suppliers.

11.Actual or threatened litigation or governmental investigations, or the resolution of such litigation or investigations.

12.Entry into, defaults under, or amendments to or termination of credit facilities.

13.A conclusion by management or the independent auditors that previously issued financial statements should not be relied upon.

14.Changes in or disagreements with the independent auditors.

15.Bankruptcies.

16.Changes in management or the board of directors.

17.Changes in compensation policies or programs.

18.Significant pricing changes or other changes in strategy.

B. “NONPUBLIC” INFORMATION. Material information is “nonpublic” if it has not yet been disseminated in a manner making it available to investors and the public generally. For the purposes of this policy, information will generally be considered public after the close of trading on the first full day following the Company’s public release of the information.

C. GUIDANCE ON TRANSACTIONS. Any Insiders or Designated Outsiders who are unsure whether the information they are aware of is material or nonpublic should consult the Compliance Officer for guidance before trading in any Company securities. Such information should be presumed to be Material Nonpublic Information until advised to the contrary by the Compliance Officer.

VI. COMPANY PROTECTION

Firewalls may be adopted on a department-to-department basis or a project-to-project basis to prevent the communication of Material Nonpublic Information within the Company. These firewalls will restrict the flow of confidential information to only those employees that need to know the information to perform their jobs effectively. If an employee is unsure whether sharing information with a fellow employee is permissible, they should consult with their manager or the Compliance Officer to determine whether sharing the information is necessary and how much information should be shared.

VII. COMPANY POLICY AND PROCEDURES

A. PROHIBITED ACTIVITIES. The following activities are prohibited:

1.No Insider or Designated Outsider may effect any transaction in Company securities except as provided by this Section VII.

2.No Insider or Designated Outsider may “tip” or disclose Material Nonpublic Information concerning the Company to any outside person (including members of his or her immediate family, analysts, individual investors, and members of the investment community and news media), unless required as part of that Insider’s regular duties for the Company or authorized by the Compliance Committee. If such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this policy and/or to sign a confidentiality agreement.

3.No Insider or Designated Outsider may give trading advice of any kind about the Company to anyone while aware of Material Nonpublic Information about the Company, except that Insiders should advise others

not to trade if doing so might violate the law or this policy. The Company strongly discourages all Insiders and Designated Outsiders from giving trading advice concerning the Company to third parties even when the Insiders are not aware of Material Nonpublic Information about the Company.

4.No Insider or Designated Outsider may trade in any interest or position relating to the future price of Company securities, such as a put, call or short sale, or any derivative instrument whose price is partly or wholly affected by changes in the Company’s stock or other securities’ prices.

5.No Insider or Designated Outsider may conduct margin trades in the Company’s securities or specifically pledge Company securities as covered collateral for a margin purchase.

6.No Insider or Designated Outsider may establish or utilize a line of credit, loan or other financing mechanism in which Company securities are specifically pledged as covered collateral or borrow against a margin account that holds Company securities as collateral; provided, however that this limitation shall not apply if the margin account permits the individual to designate Company securities as non-marginable and the Company securities are so designated.

7.No Insider or Designated Outsider may engage in hedging or monetization transactions (including but not limited to zero-cost collars, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments), as such transactions allow such Insider or Designated Outsider to continue to own FiscalNote securities without the full risks and rewards of ownership and as a result, they may not have the same objectives as other stockholders.

8.For those individuals who are subject to trading windows (as prescribed in Section VII.B.1, below), market limit orders must terminate at the close of the applicable trading window.

9.No Section 16 Individual may trade in Company securities on a short-term basis (so-called “short-swing sales”), defined as a purchase and a sale or a sale and a purchase within any six-month period, regardless of whether the Section 16 Individual was aware of Material Nonpublic Information at the time of the purchase or sale.

10.No Insider or Designated Outsider aware of Material Nonpublic Information about another company, such as a supplier or customer, may

trade in the securities of the other company until such information has been made public for at least two full trading days.

B. TRADING WINDOWS AND SPECIAL BLACKOUT PERIODS.

1.Persons Subject to Trading Windows and Special Blackout Periods. The following persons shall be subject to trading windows and special blackout periods as set forth in this policy: (i) Directors; (ii) the CEO; (iii) the direct reports of the CEO; (iv) the direct reports of the CEO’s direct reports; (v) other employees as designated by the Compliance Committee; and (vi) Designated Outsiders; provided, however that individuals, when trading pursuant to a Rule 10b-5-1 plan adopted in accordance with this policy, shall not be subject to trading windows and special blackout periods.

2.Trading Windows. After obtaining approval from the Compliance Officer in accordance with the procedures set forth in Section VII.C. below to the extent required by a Director or an Officer, any person who is subject to trading windows as provided in Section VII.B.1 may effect transactions in Company securities only during the period beginning at the close of trading on the second full trading day following the Company’s news release of quarterly or year-end earnings and ending at the close of trading on the 20th day of the third month of the fiscal quarter in which the earnings are released; provided, however, that if the 20th day falls on a non-trading day, the trading window shall close at the close of trading on the first trading day following the 20th day of the third month of the quarter.

3.Special Blackout Periods. When there is Material Nonpublic Information about the Company, the Compliance Committee may designate a special blackout period. During any special blackout period, persons identified in this Section VII may not affect transactions in Company securities until they have been informed by the Compliance Committee that the blackout period is no longer in effect. Insiders or Designated Outsiders shall not disclose to any outside third party that a special blackout period has been designated.

4.Exceptions for Hardship Cases. The Compliance Committee may, on a case- by-case basis, authorize trading in Company securities outside of the applicable trading window (but not during special blackout periods) due to financial hardship or other hardships, but only in accordance with the requirements and procedures set forth in Section VII.C.2, below.

5.Exceptions for Rule 10b5-1 Plans. The restrictions on trading under this Section VII.B, shall not apply to transactions effected pursuant to a Rule

10b5-l trading plan submitted and approved pursuant to Section VII.E, below.

C. PROCEDURES FOR APPROVING TRADES BY DESIGNATED INDIVIDUALS.

1.Director and Officer Transactions. The following sets forth the procedures to be followed by Directors and Officers effecting certain transactions in Company securities:

a) No Director or Officer may effect any transaction, including gifts and transfers intended to further estate planning purposes, in Company securities until:

(1) the person effecting the transaction(s) has notified the Compliance Officer in writing using Exhibit B of the amount and nature of the proposed transaction(s), and

(2) the Compliance Officer has approved the transaction(s) and certified such approval in writing

b) Any such transaction must be made during an open trading window or pursuant to a Rule 10b5-1 trading plan submitted and approved pursuant to Section VII.E, below, and adopted during an open trading window.

c) On the day that the authorized Director or Officer effects an approved transaction, the individual must report the details to the Compliance Officer.

2.The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading window due to financial hardship or other hardships only after:

a) the person trading has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s);

b) the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she is not in possession of Material Nonpublic Information concerning the Company;

c) the Compliance Officer has determined that the proposed transaction is not otherwise in violation of applicable law; and

d) the Compliance Officer has approved the trade(s) and certified such approval in writing.

3.Expiration of Authorization. The approval by the Compliance Officer of any proposed transaction under Section VII.C will expire five trading days after receipt of approval. If the authorized individual does not affect the proposed transaction within that five-trading day period, the individual must reapply for approval of any proposed transaction. If clearance of the transaction is denied, the fact of such denial must be kept confidential.

4.No Obligation to Approve Transactions. The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any transaction requested by a Director, Officer or hardship applicants. The Compliance Officer may reject any transaction requests in his or her sole discretion.

D. EMPLOYEE BENEFIT PLANS.

1.Company Stock Plans. The trading prohibitions and restrictions set forth in this policy do not apply to regular, periodic contributions by the Company or employees to employee benefit plans (e.g., employee stock purchase plan) that are used to purchase Company securities pursuant to the employees’ advance instructions. However, Officers or employees may not alter their instructions regarding the purchase or sale of Company securities in such plans while aware of Material Nonpublic Information. Reallocations of moneys held in funds that are based upon Company securities or plan loans that require the liquidation of a part of plan funds that are based on Company securities are subject to the restrictions as set forth in this policy. Any such reallocations must be made during an open trading window.

2.Stock Options. The trading prohibitions and restrictions of this policy apply to all sales of securities acquired through the exercise of stock options granted by the Company, but not to “exercise and hold” transactions (i.e., the acquisition of Company securities through exercises of stock options granted by the Company under equity compensation plans which do not involve the sale of Company securities to fund the exercise price or tax obligations owed in connection with such exercise).

3.Restricted Stock and RSUs. The trading prohibitions and restrictions of this policy apply to all sales of stock received in connection with the vesting of restricted stock or restricted stock units granted by the Company. The forfeiture of shares to the Company to pay the tax obligation at vesting is not subject to the restrictions of this policy.

E. RULE 10b5-1 TRADING PLANS. Rule 10b5-1 under the Exchange Act establishes a safe harbor for liability under Rule 10b-5 for trades by insiders that are made pursuant to a written plan that was adopted at a time when the insider was not aware of Material Nonpublic Information. Insiders and Designated Outsiders may affect transactions in Company securities pursuant to a Rule 10b5- l plan. Any such plan shall (i) meet the requirements of Rule 10b5-1, (ii) be adopted during an open trading window, (iii) be expressly authorized by the Compliance Officer, and (iv) be subject to the guidelines set forth in Exhibit A. Once a Rule 10b5-1 plan is properly established in accordance with this policy, trades may be made at any time in accordance with the provisions set forth in such plan. Note that trades made pursuant to Rule 10b5-1 plans by Directors and Officers must still be reported to the Compliance Officer and Compliance Committee pursuant to this Section VII.

VIII. POTENTIAL CIVIL, CRIMINAL AND DISCIPLINARY SANCTIONS

A. CIVIL AND CRIMINAL PENALTIES. The consequences of prohibited insider trading or tipping are severe. Persons violating insider trading or tipping rules can be liable for substantial criminal and civil penalties, including (i) imprisonment for up to 20 years; (ii) criminal fines of up to $5 million (and up to $25 million for entities); and (iii) civil penalties of up to three times the profits gained or losses avoided. Substantial civil and criminal penalties may also be imposed upon the Company.

B. COMPANY DISCIPLINE. Violation of this policy or federal or state insider trading or tipping laws by any Insider or their family members may subject the Insider to disciplinary action by the Company, which may include, but not be limited to, termination for cause.

C. REPORTING OF VIOLATIONS. Any Insider who violates this policy or any federal or state laws governing insider trading or tipping or knows of any such violation by any other Insiders, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer, in consultation with the other Compliance Committee members and the Company’s legal counsel, will determine whether the Company should release any Material Nonpublic Information, and/or whether the Company should report the violation to the SEC or other appropriate governmental authority.

IX. CONFIDENTIALITY

Serious problems could be caused for the Company and Insiders by unauthorized disclosure of internal information about the Company, whether or not for the purpose of facilitating improper trading in Company securities. Therefore, Insiders shall not discuss

internal matters or developments with anyone outside of the Company, except as required in the performance of regular job requirements.

This prohibition applies specifically (but not exclusively) to inquiries about the Company which may be made by customers (except for ordinary-course customer-sales representative discourse), the press, investment analysts or others in the financial community. Unless an Insider is expressly authorized to the contrary, if an Insider receives any inquiries of this nature, he or she should decline comment and refer the inquiry to the Compliance Committee.

X. QUESTIONS

Please direct all questions regarding any of the provisions or procedures of this policy to the Compliance Officer.

EXHIBIT A

10b5-1 Plans

1. Trading Plans. Trading programs established pursuant to Section VII.E. of the FiscalNote Holdings, Inc. Insider Trading Policy are limited to:

A written program which permits automatic trading of the Company’s stock through a third- party broker (a “Plan”) established by a member of the Board of Directors, an officer, or an employee of the Company (a “Plan Eligible Person”). The Plan document must specify the number of shares to be purchased or sold, the price(s) at which the transaction(s) are to take place, and the date(s) on which transaction(s) are to take place. Alternatively, the Plan may establish an objective formula for any or all of these criteria (e.g., the number of shares could be specified as a percentage of the holdings of the Plan Eligible Person).

2. Additional Plan Restrictions. All Plans shall also be subject to the following restrictions:

(a) No Plan may be established at a time when the Plan Eligible Person is aware of any Material Nonpublic Information.

(b) A Plan Eligible Person may not adopt overlapping Plans or “single trade” Plans absent limited circumstances and the approval of the Chief Compliance Officer.

(c) Each Plan Eligible Person shall represent that any Plan was entered into in good faith and not as part of a plan or scheme to evade the prohibitions of the securities laws, including, without limitation, Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, and that such Plan Eligible Person will act in good faith with respect to the Plan at all times during the effectiveness of such Plan. The Company may immediately terminate any Plan that it determines was put in place either (i) not in good faith or (ii) as part of a plan or scheme to evade the prohibitions of the securities laws.

(d) Any Plan Eligible Person preparing a Plan must allow for the cancellation of a transaction and/or suspension of a Plan upon notice and request by the Company to the extent the Plan or any proposed trade (i) fails to comply with applicable law (e.g., exceeding the number of shares which the Plan Eligible Person may sell under Rule 144 in a rolling three month period), or (ii) would create material adverse consequences for the Company (e.g., due to the imposition of a lock-up agreement on the Company officers).

(e) Once a Plan is established, transactions may not be affected by the Plan Eligible Person prior to the thirty-first (31st) calendar day following the date of establishment of the Plan; provided, however, Directors and Officers may not effect transactions pursuant to a Plan until the later of (i) 90 days or (ii) two (2)

business days following disclosure of the Company’s financial results relating to the quarter in which the Plan was adopted, not to exceed 120 days; provided, further, in addition to the requirements in clause (g), any modification to an existing Plan shall be treated as a cancellation of such Plan and the adoption of a new Plan which is subject to the restricted periods set forth in this clause (e).

(f) Once a Plan is established, the Plan Eligible Person may not engage in any separate transaction which directly or indirectly alters or offsets an authorized transaction made under the Plan (e.g., a hedging transaction).

(g) Once a Plan is established, any change or deviation to, or termination of, the Plan shall (i) require approval of the Compliance Officer, (ii) be made only during an open trading window, and (iii) be effective thirty (30) calendar days from the date of the modification and, in the case of a proposed change or deviation to any one or more of (x) the amount of shares covered by the Plan, (y) the price at which shares are proposed to be traded under the Plan, or (z) the date or dates on which trades are to be executed under the Plan, will be treated as a new Plan and be subject to the requirements of clause (e), above, before such changes or deviations may take effect.

(g) Following written notification to the Compliance Officer, a Plan may be terminated prior to the stated termination date of the Plan. Any replacement Plan shall be put into effect in accordance with the provisions of this policy, subject to the restricted periods prescribed in clause (e), above.

3. Disclosure. The key terms of this policy, set forth herein and in Section VII.E. of the Insider Trading Policy, and Plans established pursuant to it (and trades made pursuant thereto or terminations thereof) shall be disclosed by the Company in filings with the SEC pursuant to applicable rules and regulations of the Sec as in effect from time to time, as may be determined by the Company in its discretion. The Company shall not have any liability to any Plan Eligible Person as a result of the establishment of a Plan, any Company disclosure with respect thereto, or in respect of any cancellation or transactions and/or suspension or termination of a Plan as discussed above.

EXHIBIT B

FISCALNOTE APPROVAL FORM FOR

TRADING BY DIRECTORS AND CORPORATE EXECUTIVES

NAME:_______________________ TITLE:______________________

EMPLOYEE ID/SSN (last 4 digits): _______________________________________________

PROPOSED TRADE (BUY/SELL/GIFT/ETC):______________________________________

PROPOSED TRADE DATE:_____________________________________________________

TYPE OF SECURITY TO BE TRADED:___________________________________________

TYPE OF TRADE NUMBER OF SHARES TO BE TRADED:__________________________

REASON(S) FOR TRADING:____________________________________________________

EXAMPLES OF MATERIAL NONPUBLIC INFORMATION

While it is not possible to provide a complete list of information that could be considered “material,” examples include (but are not limited to):

1.Financial results or projections for the enterprise as a whole or for a significant business line.

2.Earnings guidance or changes to previously announced earnings guidance.

3.Potential mergers, acquisitions, divestitures, tender offers, or joint ventures.

4.Changes in assets or asset quality.

5.Significant changes in financial performance or liquidity.

6.Significant cybersecurity breaches or other incidents.

7.Changes in Company dividend policy, stock repurchase programs, stock splits or other significant capital allocation matters.

8.Registered or private offerings of equity or debt securities.

9.Innovative new products, processes, or discoveries.

10.Significant developments regarding customers or suppliers.

11.Actual or threatened litigation or governmental investigations, or the resolution of such litigation or investigations.

12.Entry into, defaults under, or amendments or termination of credit facilities.

13.A conclusion by management or the independent auditors that previously issued financial statements should not be relied upon.

14.Changes in or disagreements with the independent auditors.

15.Bankruptcies.

16.Changes in management or the board of directors.

17.Changes in compensation policies or programs.

18.Significant pricing changes or other changes in strategy.

I,_______________________________, hereby certify that I am not in possession of any "material nonpublic information" concerning the Company (as defined in the Company's "Insider Trading Policy "). I understand that if I trade while possessing such information, I may be subject to severe civil and/or criminal penalties and may be subject to discipline by the Company up to and including termination for cause.

Signature______________________________________ Date____________________

Note: If approved, you are required to provide to the Compliance Officer on the day of the actual trade the details of the trade, supported by your broker’s advice for all trades in FiscalNote stock to assist the FiscalNote staff in the preparation and filing of all required SEC insider stock ownership reports.

EXHIBIT C

REVIEW AND DECISION

The undersigned hereby certifies that he/she has reviewed the foregoing application and

___________ APPROVES (valid for 5 business days) ___________ PROHIBITS the proposed trade(s).

Insider Trading Compliance Officer (or Designee) __________________________

COMMENTS: ______________________________________________________

_______________________________________________________

AUTHORIZED CONTACT: _____________________________________________

AUTHORIZED CONTACT PHONE: ______________________________________

ACTION: __________ NEW_____________ REVISION

TRANSACTION RESTRICTIONS: YES NO

If Yes, provide approved transaction types___________________________________

OPEN WINDOW DATE: ________________________________________________

CLOSED WINDOW DATE: ______________________________________________

Reporting Status:

16B Indicator: Any participant who you deem as 16B will be included in Form 4 reporting when they participate in the change of beneficial ownership of the corporation’s stock. 16B Indicator must be set to Y for reportable transactions to appear on the PSW Form 4 report.

144 Filer: Any participant who, by definition, is required to file a Form 144 for sales of the corporation’s stock.

Note: By providing this clearance, you confirm that the Company named in the template is in compliance with the 1934 Act current public information reporting requirements contained in Rule 144(c)(1)

EX-21.1

Exhibit 21.1

Subsidiaries of FiscalNote Holdings, Inc.

Name of Subsidiary	Jurisdiction of Organization
FiscalNote Intermediate HoldCo, Inc.	Delaware
FiscalNote, Inc.	Delaware
VoterVoice, L.L.C.	Louisiana
CQ-Roll Call, Inc.	Delaware
FactSquared, LLC	Delaware
Fireside 21, LLC	Delaware
Predata, Inc.	Delaware
Curate Solutions, Inc.	Delaware
Frontier Strategy Group LLC	Delaware
FiscalNote Europe Limited	Ireland
Shungham Information SPRL	Belgium
FiscalNote India Private Limited, Co.	India
Frontier Strategy UK Limited	United Kingdom
TimeBase Pty Ltd	Australia
Equilibrium World Pte., Ltd.	Singapore
Frontier Strategy Group Asia Pacific Pte. LLC	Singapore
The Orange Polar Bear Company Limited	Taiwan

EX-23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-267753, 333-270942, 333-277997, 333-282108, and 333-285128) and Form S-3 (Nos. 333-267098, 333-274397, and 333-275535) of FiscalNote Holdings, Inc. of our report dated April 1, 2025, relating to the consolidated financial statements, appearing in this Annual Report on Form 10-K of FiscalNote Holdings, Inc. for the year ended December 31, 2024.

/s/ RSM US LLP

McLean, Virginia

April 1, 2025

1

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Josh Resnik, certify that:

1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024 of FiscalNote Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

April 1, 2025	/s/ Josh Resnik
	Josh Resnik Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jon Slabaugh, certify that:

1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024 of FiscalNote Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

April 1, 2025	/s/ Jon Slabaugh
	Jon Slabaugh Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of FiscalNote Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Josh Resnik, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 1, 2025	/s/ Josh Resnik
	Josh Resnik Chief Executive Officer (Principal Executive Officer)

In connection with the Annual Report of FiscalNote Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon Slabaugh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 1, 2025	/s/ Jon Slabaugh
	Jon Slabaugh Chief Financial Officer

EX-97.1

Insider Trading Policy Doc. No.: L-6 Department Name: Law Last Issue Date: February 8, 2023

I. PURPOSE

FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) has adopted this policy to prevent insider trading violations or allegations of such violations, to protect FiscalNote’s reputation for integrity and ethical conduct, and to maintain the confidence of securityholders and the public markets. Unlawful insider trading occurs when a person uses Material Nonpublic Information (as defined in Section V below) obtained through employment or other involvement with a company, to make decisions to trade that company’s securities or to provide that information to others to trade. FiscalNote and its directors, officers and employees worldwide must act in a manner that does not misuse material financial or other information that has not been publicly disclosed.

The U.S. Securities and Exchange Commission (“SEC”), U.S. Attorneys and state enforcement authorities investigate and pursue insider trading violations vigorously. Stock market surveillance techniques are sophisticated, and the SEC and other regulatory authorities can identify all parties to every stock trade. Under federal securities laws, individuals who engage in illegal insider trading or tipping can be liable for substantial criminal and civil penalties, including (i) imprisonment for up to 20 years; (ii) criminal fines of up to $5 million; and (iii) civil penalties of up to three times the profits gained or losses avoided. In addition, violation of this policy could result in company-imposed disciplinary action up to and including termination of employment for cause.

It is the policy of the Company that the Company and all its specified Insiders and Designated Outsiders (as defined below) shall fully comply in all respects with the state and federal statutes, regulations and rules regulating transactions by such individuals in Company securities and the use of Company Material Nonpublic Information.

As used in this Policy, the term “trading day” shall mean a day on which the New York Stock Exchange (“NYSE”) or the primary quotation system or national securities exchange on which the Company’s common stock is then traded or listed, is open for trading. As used in this Policy, the term “business day” shall mean a day on which the SEC’s EDGAR system will receive and accept filings.

II. SCOPE OF THE POLICY

A. MY RESPONSIBILITY. This policy covers all directors, officers and employees at all levels of the Company and of each domestic and foreign subsidiary, partnership,

venture or other business association that is effectively controlled by FiscalNote, directly or indirectly (collectively, “Insiders”), and any outsiders who have access to Material Nonpublic Information concerning the Company (collectively, “Designated Outsiders”). This policy also applies to immediate family members of, and family members who share their household with, Insiders and Designated Outsiders, or who do not live with an Insider or Designated Outsider, but whose transactions in Company securities are directed by such Insider or Designated Outsider or are subject to their influence or control. This policy also applies to any entities that an Insider or Designated Outsider influences or controls, including any corporations, limited liability companies, partnerships or trusts.

B. APPLICABLE TRANSACTIONS. This policy applies to any and all transactions involving the Company’s securities (including purchases, sales, gifts and other transactions), including common stock, preferred stock, debt securities, convertible securities and any other type of securities that the Company may issue, as well as derivative securities that relate to or involve Company securities such as put and call options.

C. PUBLICATION OF POLICY; CERTIFICATION OF COMPLIANCE. This policy will be published and available on FiscalNote’s internal intranet (Confluence) and will be provided to directors and Designated Outsiders. Insiders will be required to certify compliance with this policy in connection with their annual certification of compliance with the Company’s Code of Ethical Business Conduct.

III. DIRECTORS & OFFICERS

All directors (the “Directors”) and officers (the “Officers”) of the Company, as defined under Rule 16a-l of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Directors and Officers together, “Section 16 Individual(s)”), are subject to the reporting provisions and trading restrictions of Section 16 of the Exchange Act, and the underlying rules and regulations promulgated by the SEC. Except as otherwise provided in this policy, Directors and Officers may only effect transactions and/or programs in Company securities in accordance with the provisions of Section VII; provided, however, that the Company’s Compliance Officer (as defined in Section IV, below) may grant exceptions to Section VII below, as the Compliance Officer may determine to be appropriate in light of the facts and circumstances presented for consideration and applicable law.

IV. INSIDER TRADING COMPLIANCE COMMITTEE AND INSIDER TRADING COMPLIANCE OFFICER

A. The Company has designated its General Counsel, together with any employee duly delegated administrative responsibilities hereunder by the General Counsel, as its Insider Trading Compliance Officer (the “Compliance Officer”). The Insider Trading Compliance Committee (the “Compliance Committee”) will consist of the

Compliance Officer, the Company’s Chief Executive Officer (“CEO”) and the Chief Financial Officer. The Compliance Officer will review and either approve or prohibit all proposed transactions and/or plans in Company securities by Section 16 Individuals in accordance with the procedures set forth in Section VII, below. The Compliance Officer shall inform the Compliance Committee of any approved proposed transactions and/or plans.

B. The Compliance Officer’s duties also include but are not limited to:

1.Administering this policy and monitoring compliance with all provisions and procedures of this policy.

2.Responding promptly to all inquiries relating to this policy and related procedures.

3.Administering and monitoring compliance with all federal and state insider trading laws, rules and regulations.

4.Monitoring all employee training programs and coordinating with the People department to ensure it is completed on a timely basis.

5.Ensuring that trading blackout periods are established and conducted in accordance with Section VII.B, below.

6.Ensuring that this policy is periodically reviewed and updated as necessary to reflect changes in federal or state insider trading laws and regulations.

7.Providing copies of this policy and other appropriate materials to all current and new Insiders and Designated Outsiders.

8.Assisting the Company personnel in the preparation and filing of all required SEC reports relating to insider trading in Company securities by Insiders including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G.

C. The Company’s personnel shall maintain all records and documents required by the provisions of this policy or the procedures set forth herein and retain the Company’s record copies of all required SEC reports relating to insider trading including, without limitation, Forms 3, 4 and 5 and Schedule 13D and 13G, to the extent required under federal securities laws.

D. If the Compliance Officer is unavailable or unable to perform his or her duties at any time, then the Compliance Committee may in writing delegate and reassign the Compliance Officer’s duties for the applicable task.

V. DEFINITION OF “MATERIAL NONPUBLIC INFORMATION”

A. “MATERIAL” INFORMATION. Information is “material” if it would be expected to affect the investment or voting decisions of a reasonable stockholder or investor, or if the disclosure of the information would be expected to significantly alter the

total mix of the information in the marketplace about FiscalNote. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of FiscalNote securities or an investor’s decision to buy or sell FiscalNote securities. Both positive and negative information may be material.

Whether particular information is material can change from day to day, so it is important to assess materiality of information with respect to individual disclosures.

For purposes of this policy, there is no one, definitive standard for determining materiality. Materiality is based on an assessment of all the facts and circumstances and is often evaluated by courts and enforcement authorities with the benefit of hindsight.

While it is not possible to provide a complete list of information that could be considered “material,” examples include (but are not limited to):

1.Financial results or projections for the enterprise as a whole or for a significant business line.

2.Earnings guidance or changes to previously announced earnings guidance.

3.Potential mergers, acquisitions, divestitures, tender offers, or joint ventures.

4.Changes in assets or asset quality.

5.Significant changes in financial performance or liquidity.

6.Significant cybersecurity breaches or other incidents.

7.Changes in Company dividend policy, stock repurchase programs, stock splits or other significant capital allocation matters.

8.Registered or private offerings of equity or debt securities.

9.Innovative new products, processes, or discoveries.

10.Significant developments regarding customers or suppliers.

11.Actual or threatened litigation or governmental investigations, or the resolution of such litigation or investigations.

12.Entry into, defaults under, or amendments to or termination of credit facilities.

13.A conclusion by management or the independent auditors that previously issued financial statements should not be relied upon.

14.Changes in or disagreements with the independent auditors.

15.Bankruptcies.

16.Changes in management or the board of directors.

17.Changes in compensation policies or programs.

18.Significant pricing changes or other changes in strategy.

B. “NONPUBLIC” INFORMATION. Material information is “nonpublic” if it has not yet been disseminated in a manner making it available to investors and the public generally. For the purposes of this policy, information will generally be considered public after the close of trading on the first full day following the Company’s public release of the information.

C. GUIDANCE ON TRANSACTIONS. Any Insiders or Designated Outsiders who are unsure whether the information they are aware of is material or nonpublic should consult the Compliance Officer for guidance before trading in any Company securities. Such information should be presumed to be Material Nonpublic Information until advised to the contrary by the Compliance Officer.

VI. COMPANY PROTECTION

Firewalls may be adopted on a department-to-department basis or a project-to-project basis to prevent the communication of Material Nonpublic Information within the Company. These firewalls will restrict the flow of confidential information to only those employees that need to know the information to perform their jobs effectively. If an employee is unsure whether sharing information with a fellow employee is permissible, they should consult with their manager or the Compliance Officer to determine whether sharing the information is necessary and how much information should be shared.

VII. COMPANY POLICY AND PROCEDURES

A. PROHIBITED ACTIVITIES. The following activities are prohibited:

1.No Insider or Designated Outsider may effect any transaction in Company securities except as provided by this Section VII.

2.No Insider or Designated Outsider may “tip” or disclose Material Nonpublic Information concerning the Company to any outside person (including members of his or her immediate family, analysts, individual investors, and members of the investment community and news media), unless required as part of that Insider’s regular duties for the Company or authorized by the Compliance Committee. If such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this policy and/or to sign a confidentiality agreement.

3.No Insider or Designated Outsider may give trading advice of any kind about the Company to anyone while aware of Material Nonpublic Information about the Company, except that Insiders should advise others

not to trade if doing so might violate the law or this policy. The Company strongly discourages all Insiders and Designated Outsiders from giving trading advice concerning the Company to third parties even when the Insiders are not aware of Material Nonpublic Information about the Company.

4.No Insider or Designated Outsider may trade in any interest or position relating to the future price of Company securities, such as a put, call or short sale, or any derivative instrument whose price is partly or wholly affected by changes in the Company’s stock or other securities’ prices.

5.No Insider or Designated Outsider may conduct margin trades in the Company’s securities or specifically pledge Company securities as covered collateral for a margin purchase.

6.No Insider or Designated Outsider may establish or utilize a line of credit, loan or other financing mechanism in which Company securities are specifically pledged as covered collateral or borrow against a margin account that holds Company securities as collateral; provided, however that this limitation shall not apply if the margin account permits the individual to designate Company securities as non-marginable and the Company securities are so designated.

7.No Insider or Designated Outsider may engage in hedging or monetization transactions (including but not limited to zero-cost collars, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments), as such transactions allow such Insider or Designated Outsider to continue to own FiscalNote securities without the full risks and rewards of ownership and as a result, they may not have the same objectives as other stockholders.

8.For those individuals who are subject to trading windows (as prescribed in Section VII.B.1, below), market limit orders must terminate at the close of the applicable trading window.

9.No Section 16 Individual may trade in Company securities on a short-term basis (so-called “short-swing sales”), defined as a purchase and a sale or a sale and a purchase within any six-month period, regardless of whether the Section 16 Individual was aware of Material Nonpublic Information at the time of the purchase or sale.

10.No Insider or Designated Outsider aware of Material Nonpublic Information about another company, such as a supplier or customer, may

trade in the securities of the other company until such information has been made public for at least two full trading days.

B. TRADING WINDOWS AND SPECIAL BLACKOUT PERIODS.

1.Persons Subject to Trading Windows and Special Blackout Periods. The following persons shall be subject to trading windows and special blackout periods as set forth in this policy: (i) Directors; (ii) the CEO; (iii) the direct reports of the CEO; (iv) the direct reports of the CEO’s direct reports; (v) other employees as designated by the Compliance Committee; and (vi) Designated Outsiders; provided, however that individuals, when trading pursuant to a Rule 10b-5-1 plan adopted in accordance with this policy, shall not be subject to trading windows and special blackout periods.

2.Trading Windows. After obtaining approval from the Compliance Officer in accordance with the procedures set forth in Section VII.C. below to the extent required by a Director or an Officer, any person who is subject to trading windows as provided in Section VII.B.1 may effect transactions in Company securities only during the period beginning at the close of trading on the second full trading day following the Company’s news release of quarterly or year-end earnings and ending at the close of trading on the 20th day of the third month of the fiscal quarter in which the earnings are released; provided, however, that if the 20th day falls on a non-trading day, the trading window shall close at the close of trading on the first trading day following the 20th day of the third month of the quarter.

3.Special Blackout Periods. When there is Material Nonpublic Information about the Company, the Compliance Committee may designate a special blackout period. During any special blackout period, persons identified in this Section VII may not affect transactions in Company securities until they have been informed by the Compliance Committee that the blackout period is no longer in effect. Insiders or Designated Outsiders shall not disclose to any outside third party that a special blackout period has been designated.

4.Exceptions for Hardship Cases. The Compliance Committee may, on a case- by-case basis, authorize trading in Company securities outside of the applicable trading window (but not during special blackout periods) due to financial hardship or other hardships, but only in accordance with the requirements and procedures set forth in Section VII.C.2, below.

5.Exceptions for Rule 10b5-1 Plans. The restrictions on trading under this Section VII.B, shall not apply to transactions effected pursuant to a Rule

10b5-l trading plan submitted and approved pursuant to Section VII.E, below.

C. PROCEDURES FOR APPROVING TRADES BY DESIGNATED INDIVIDUALS.

1.Director and Officer Transactions. The following sets forth the procedures to be followed by Directors and Officers effecting certain transactions in Company securities:

a) No Director or Officer may effect any transaction, including gifts and transfers intended to further estate planning purposes, in Company securities until:

(1) the person effecting the transaction(s) has notified the Compliance Officer in writing using Exhibit B of the amount and nature of the proposed transaction(s), and

(2) the Compliance Officer has approved the transaction(s) and certified such approval in writing

b) Any such transaction must be made during an open trading window or pursuant to a Rule 10b5-1 trading plan submitted and approved pursuant to Section VII.E, below, and adopted during an open trading window.

c) On the day that the authorized Director or Officer effects an approved transaction, the individual must report the details to the Compliance Officer.

2.The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading window due to financial hardship or other hardships only after:

a) the person trading has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s);

b) the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she is not in possession of Material Nonpublic Information concerning the Company;

c) the Compliance Officer has determined that the proposed transaction is not otherwise in violation of applicable law; and

d) the Compliance Officer has approved the trade(s) and certified such approval in writing.

3.Expiration of Authorization. The approval by the Compliance Officer of any proposed transaction under Section VII.C will expire five trading days after receipt of approval. If the authorized individual does not affect the proposed transaction within that five-trading day period, the individual must reapply for approval of any proposed transaction. If clearance of the transaction is denied, the fact of such denial must be kept confidential.

4.No Obligation to Approve Transactions. The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any transaction requested by a Director, Officer or hardship applicants. The Compliance Officer may reject any transaction requests in his or her sole discretion.

D. EMPLOYEE BENEFIT PLANS.

1.Company Stock Plans. The trading prohibitions and restrictions set forth in this policy do not apply to regular, periodic contributions by the Company or employees to employee benefit plans (e.g., employee stock purchase plan) that are used to purchase Company securities pursuant to the employees’ advance instructions. However, Officers or employees may not alter their instructions regarding the purchase or sale of Company securities in such plans while aware of Material Nonpublic Information. Reallocations of moneys held in funds that are based upon Company securities or plan loans that require the liquidation of a part of plan funds that are based on Company securities are subject to the restrictions as set forth in this policy. Any such reallocations must be made during an open trading window.

2.Stock Options. The trading prohibitions and restrictions of this policy apply to all sales of securities acquired through the exercise of stock options granted by the Company, but not to “exercise and hold” transactions (i.e., the acquisition of Company securities through exercises of stock options granted by the Company under equity compensation plans which do not involve the sale of Company securities to fund the exercise price or tax obligations owed in connection with such exercise).

3.Restricted Stock and RSUs. The trading prohibitions and restrictions of this policy apply to all sales of stock received in connection with the vesting of restricted stock or restricted stock units granted by the Company. The forfeiture of shares to the Company to pay the tax obligation at vesting is not subject to the restrictions of this policy.

E. RULE 10b5-1 TRADING PLANS. Rule 10b5-1 under the Exchange Act establishes a safe harbor for liability under Rule 10b-5 for trades by insiders that are made pursuant to a written plan that was adopted at a time when the insider was not aware of Material Nonpublic Information. Insiders and Designated Outsiders may affect transactions in Company securities pursuant to a Rule 10b5- l plan. Any such plan shall (i) meet the requirements of Rule 10b5-1, (ii) be adopted during an open trading window, (iii) be expressly authorized by the Compliance Officer, and (iv) be subject to the guidelines set forth in Exhibit A. Once a Rule 10b5-1 plan is properly established in accordance with this policy, trades may be made at any time in accordance with the provisions set forth in such plan. Note that trades made pursuant to Rule 10b5-1 plans by Directors and Officers must still be reported to the Compliance Officer and Compliance Committee pursuant to this Section VII.

VIII. POTENTIAL CIVIL, CRIMINAL AND DISCIPLINARY SANCTIONS

A. CIVIL AND CRIMINAL PENALTIES. The consequences of prohibited insider trading or tipping are severe. Persons violating insider trading or tipping rules can be liable for substantial criminal and civil penalties, including (i) imprisonment for up to 20 years; (ii) criminal fines of up to $5 million (and up to $25 million for entities); and (iii) civil penalties of up to three times the profits gained or losses avoided. Substantial civil and criminal penalties may also be imposed upon the Company.

B. COMPANY DISCIPLINE. Violation of this policy or federal or state insider trading or tipping laws by any Insider or their family members may subject the Insider to disciplinary action by the Company, which may include, but not be limited to, termination for cause.

C. REPORTING OF VIOLATIONS. Any Insider who violates this policy or any federal or state laws governing insider trading or tipping or knows of any such violation by any other Insiders, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer, in consultation with the other Compliance Committee members and the Company’s legal counsel, will determine whether the Company should release any Material Nonpublic Information, and/or whether the Company should report the violation to the SEC or other appropriate governmental authority.

IX. CONFIDENTIALITY

Serious problems could be caused for the Company and Insiders by unauthorized disclosure of internal information about the Company, whether or not for the purpose of facilitating improper trading in Company securities. Therefore, Insiders shall not discuss

internal matters or developments with anyone outside of the Company, except as required in the performance of regular job requirements.

This prohibition applies specifically (but not exclusively) to inquiries about the Company which may be made by customers (except for ordinary-course customer-sales representative discourse), the press, investment analysts or others in the financial community. Unless an Insider is expressly authorized to the contrary, if an Insider receives any inquiries of this nature, he or she should decline comment and refer the inquiry to the Compliance Committee.

X. QUESTIONS

Please direct all questions regarding any of the provisions or procedures of this policy to the Compliance Officer.

EXHIBIT A

10b5-1 Plans

1. Trading Plans. Trading programs established pursuant to Section VII.E. of the FiscalNote Holdings, Inc. Insider Trading Policy are limited to:

A written program which permits automatic trading of the Company’s stock through a third- party broker (a “Plan”) established by a member of the Board of Directors, an officer, or an employee of the Company (a “Plan Eligible Person”). The Plan document must specify the number of shares to be purchased or sold, the price(s) at which the transaction(s) are to take place, and the date(s) on which transaction(s) are to take place. Alternatively, the Plan may establish an objective formula for any or all of these criteria (e.g., the number of shares could be specified as a percentage of the holdings of the Plan Eligible Person).

2. Additional Plan Restrictions. All Plans shall also be subject to the following restrictions:

(a) No Plan may be established at a time when the Plan Eligible Person is aware of any Material Nonpublic Information.

(b) A Plan Eligible Person may not adopt overlapping Plans or “single trade” Plans absent limited circumstances and the approval of the Chief Compliance Officer.

(c) Each Plan Eligible Person shall represent that any Plan was entered into in good faith and not as part of a plan or scheme to evade the prohibitions of the securities laws, including, without limitation, Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, and that such Plan Eligible Person will act in good faith with respect to the Plan at all times during the effectiveness of such Plan. The Company may immediately terminate any Plan that it determines was put in place either (i) not in good faith or (ii) as part of a plan or scheme to evade the prohibitions of the securities laws.

(d) Any Plan Eligible Person preparing a Plan must allow for the cancellation of a transaction and/or suspension of a Plan upon notice and request by the Company to the extent the Plan or any proposed trade (i) fails to comply with applicable law (e.g., exceeding the number of shares which the Plan Eligible Person may sell under Rule 144 in a rolling three month period), or (ii) would create material adverse consequences for the Company (e.g., due to the imposition of a lock-up agreement on the Company officers).

(e) Once a Plan is established, transactions may not be affected by the Plan Eligible Person prior to the thirty-first (31st) calendar day following the date of establishment of the Plan; provided, however, Directors and Officers may not effect transactions pursuant to a Plan until the later of (i) 90 days or (ii) two (2)

business days following disclosure of the Company’s financial results relating to the quarter in which the Plan was adopted, not to exceed 120 days; provided, further, in addition to the requirements in clause (g), any modification to an existing Plan shall be treated as a cancellation of such Plan and the adoption of a new Plan which is subject to the restricted periods set forth in this clause (e).

(f) Once a Plan is established, the Plan Eligible Person may not engage in any separate transaction which directly or indirectly alters or offsets an authorized transaction made under the Plan (e.g., a hedging transaction).

(g) Once a Plan is established, any change or deviation to, or termination of, the Plan shall (i) require approval of the Compliance Officer, (ii) be made only during an open trading window, and (iii) be effective thirty (30) calendar days from the date of the modification and, in the case of a proposed change or deviation to any one or more of (x) the amount of shares covered by the Plan, (y) the price at which shares are proposed to be traded under the Plan, or (z) the date or dates on which trades are to be executed under the Plan, will be treated as a new Plan and be subject to the requirements of clause (e), above, before such changes or deviations may take effect.

(g) Following written notification to the Compliance Officer, a Plan may be terminated prior to the stated termination date of the Plan. Any replacement Plan shall be put into effect in accordance with the provisions of this policy, subject to the restricted periods prescribed in clause (e), above.

3. Disclosure. The key terms of this policy, set forth herein and in Section VII.E. of the Insider Trading Policy, and Plans established pursuant to it (and trades made pursuant thereto or terminations thereof) shall be disclosed by the Company in filings with the SEC pursuant to applicable rules and regulations of the Sec as in effect from time to time, as may be determined by the Company in its discretion. The Company shall not have any liability to any Plan Eligible Person as a result of the establishment of a Plan, any Company disclosure with respect thereto, or in respect of any cancellation or transactions and/or suspension or termination of a Plan as discussed above.

EXHIBIT B

FISCALNOTE APPROVAL FORM FOR

TRADING BY DIRECTORS AND CORPORATE EXECUTIVES

NAME:_______________________ TITLE:______________________

EMPLOYEE ID/SSN (last 4 digits): _______________________________________________

PROPOSED TRADE (BUY/SELL/GIFT/ETC):______________________________________

PROPOSED TRADE DATE:_____________________________________________________

TYPE OF SECURITY TO BE TRADED:___________________________________________

TYPE OF TRADE NUMBER OF SHARES TO BE TRADED:__________________________

REASON(S) FOR TRADING:____________________________________________________

EXAMPLES OF MATERIAL NONPUBLIC INFORMATION

While it is not possible to provide a complete list of information that could be considered “material,” examples include (but are not limited to):

1.Financial results or projections for the enterprise as a whole or for a significant business line.

2.Earnings guidance or changes to previously announced earnings guidance.

3.Potential mergers, acquisitions, divestitures, tender offers, or joint ventures.

4.Changes in assets or asset quality.

5.Significant changes in financial performance or liquidity.

6.Significant cybersecurity breaches or other incidents.

7.Changes in Company dividend policy, stock repurchase programs, stock splits or other significant capital allocation matters.

8.Registered or private offerings of equity or debt securities.

9.Innovative new products, processes, or discoveries.

10.Significant developments regarding customers or suppliers.

11.Actual or threatened litigation or governmental investigations, or the resolution of such litigation or investigations.

12.Entry into, defaults under, or amendments or termination of credit facilities.

13.A conclusion by management or the independent auditors that previously issued financial statements should not be relied upon.

14.Changes in or disagreements with the independent auditors.

15.Bankruptcies.

16.Changes in management or the board of directors.

17.Changes in compensation policies or programs.

18.Significant pricing changes or other changes in strategy.

I,_______________________________, hereby certify that I am not in possession of any "material nonpublic information" concerning the Company (as defined in the Company's "Insider Trading Policy "). I understand that if I trade while possessing such information, I may be subject to severe civil and/or criminal penalties and may be subject to discipline by the Company up to and including termination for cause.

Signature______________________________________ Date____________________

Note: If approved, you are required to provide to the Compliance Officer on the day of the actual trade the details of the trade, supported by your broker’s advice for all trades in FiscalNote stock to assist the FiscalNote staff in the preparation and filing of all required SEC insider stock ownership reports.

EXHIBIT C

REVIEW AND DECISION

The undersigned hereby certifies that he/she has reviewed the foregoing application and

___________ APPROVES (valid for 5 business days) ___________ PROHIBITS the proposed trade(s).

Insider Trading Compliance Officer (or Designee) __________________________

COMMENTS: ______________________________________________________

_______________________________________________________

AUTHORIZED CONTACT: _____________________________________________

AUTHORIZED CONTACT PHONE: ______________________________________

ACTION: __________ NEW_____________ REVISION

TRANSACTION RESTRICTIONS: YES NO

If Yes, provide approved transaction types___________________________________

OPEN WINDOW DATE: ________________________________________________

CLOSED WINDOW DATE: ______________________________________________

Reporting Status:

16B Indicator: Any participant who you deem as 16B will be included in Form 4 reporting when they participate in the change of beneficial ownership of the corporation’s stock. 16B Indicator must be set to Y for reportable transactions to appear on the PSW Form 4 report.

144 Filer: Any participant who, by definition, is required to file a Form 144 for sales of the corporation’s stock.

Note: By providing this clearance, you confirm that the Company named in the template is in compliance with the 1934 Act current public information reporting requirements contained in Rule 144(c)(1)

EX-99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(Amounts in thousands of U.S. dollars)

The following unaudited pro forma combined balance sheet as of December 31, 2024 and the unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2024 present the financial information of FiscalNote Holdings, Inc. (“FiscalNote” or the” Company”) after giving effect to the sale by FiscalNote, Inc., an indirect wholly-owned subsidiary of the Company, of its equity interests in Oxford Analytica International Group (“Oxford Analytica”) and Dragonfly Eye Limited (“Dragonfly”), and such sale (the “Dispositions”) and related paydown of its senior term loan with proceeds received from the Dispositions (collectively with the sale of Board.org and Aicel, as described below, the “Transactions”) and related adjustments described in the accompanying notes.

The unaudited pro forma combined statement of operations for the year ended December 31, 2024 gives pro forma effect to the Dispositions and related transactions as if they had occurred on January 1, 2024. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 also gives pro forma effect to the sale of Board.org, LLC (“Board.org”) and the sale of Aicel Technologies, Inc. (“Aicel”) as described under “Description of the Previously Reported Transactions” below. The unaudited pro forma combined balance sheet as of December 31, 2024 gives pro forma effect to the Dispositions and related transactions as if they were completed on December 31, 2024.

The unaudited pro forma combined financial information is based on, and should be read in conjunction with, the audited historical financial statements of FiscalNote and the notes thereto for the year ended December 31, 2024, as well as the disclosures contained in the sections titled “FiscalNote’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and does not necessarily reflect what FiscalNote’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of FiscalNote. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this Annual Report on Form 10-K and are subject to change as additional information becomes available and analyses are performed.

Description of the Dispositions

Sale of Oxford Analytica and Dragonfly

On February 21, 2025, FiscalNote, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Factiva Limited (the “Buyer”), pursuant to which the Seller agreed to sell all of the outstanding equity interests of Oxford Analytica and Dragonfly to the Buyer for total consideration of $40.0 million in cash, subject to customary post-closing adjustments (the “Equity Sale”). The Equity Sale closed on March 31, 2025.

The transaction accounting adjustments for the Dispositions remove the assets, liabilities and results of operations of Oxford Analytica and Dragonfly and also give effect to adjustments to reflect the use of cash proceeds from the Buyer to pay down existing long-term debt as detailed below.

Sources and Uses of Funds

	Amount
Sources
Cash purchase price (a)	$	40,000
Total Sources	$	40,000
Uses	Amount
Debt paydown (b)	$	27,136
Estimated fees and expenses (c)		11,042
Cash to balance sheet (d)		1,822
Total Uses	$	40,000

(a)Reflects cash consideration pursuant to the Purchase Agreement.

(b)Reflects repayment of principal accrued paid in kind interest.

(c)Includes payment of $1,521 of deferred debt issuance costs that are due upon prepayment, $271 of fees related to the 1% prepayment fee, $3,200 of estimated cash income tax expense due to realized capital gains, and $6,049 of estimated transaction costs.

(d)Reflects the estimated net cash proceeds the Company will retain, including $824 of cash held in escrow, that the Company expects to receive upon finalization of the adjustments to the Cash Purchase Price, pursuant to the Purchase Agreement. In the event the costs related to the Transactions are greater than, or less than, the estimated $11,042, the cash to balance sheet will increase, or decrease, as the case may be.

Amendment No. 5

In connection with the completion of the Dispositions, the Company also entered into Amendment No. 5 to the senior credit agreement dated July 29, 2022 (“Amendment No. 5”), pursuant to which, among other things, the Company agreed to prepay $27.1 million of term loans and accrued interest and approximately $1.8 million of related prepayment and exit fees associated with the prepaid amount.In addition, Amendment No. 5 increased the Company’s minimum liquidity covenant from $22.5 million to $25 million and modified the Company’s minimum ARR and adjusted EBITDA requirements, as well as the permitted add-backs to adjusted EBITDA, in order to appropriately reflect the Dispositions.

Description of the Previously Reported Transactions

Sale of Board.org

On March 11, 2024, the Seller entered into an Equity Purchase Agreement (the “Board.org Purchase Agreement”) with Exec Connect Intermediate LLC (the “Board.org Buyer”) and FiscalNote Boards LLC, a wholly-owned subsidiary of the Seller formerly known as Board.org, pursuant to which the Seller sold 100% of the equity of Board.org to the Board.org Buyer (the “Board.org Equity Sale”). As consideration for the Board.org Equity Sale, at the closing of the Board.org Equity Sale (the “Board.org Closing”) the Board.org Buyer paid the Seller a base purchase price of $95,000 in cash, subject to adjustments based on the Board.org Closing working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of the Company following the Closing (the “Board.org Base Purchase Price”). In addition, the Board.org Buyer agreed to make a potential cash earn-out payment to the Seller in the amount of $5 million or $8 million, less the amount of certain potential retention payments to certain employees of the Company, subject to the achievement of certain revenue targets for 2024. $785 of the Board.org Base Purchase Price was deposited into escrow to satisfy certain potential post-Board.org Closing purchase price adjustments and indemnification claims, of which $500 has been released as of December 31, 2024.

The transaction accounting adjustments for the Previously Reported Transactions remove the results of operations of Board.org. There are no pro forma adjustments for the unaudited pro forma combined balance sheet as the sale of Board.org is already reflected in such balance sheet.

Amendment No. 4

Concurrent with the sale of Board.org, on March 11, 2024, the Company entered into Amendment No. 4 to the senior credit agreement dated July 29, 2022 (the “Board.org Financing Transaction”). Among other things, Amendment No. 4 provides for: (a) term loan principal repayment of $65,700, (b) repayment of $5,755 of previously deferred debt issuance costs, (c) 2% prepayment fee totaling $1,314, (d) extension of cash interest only payments to August 15, 2026, (e) monthly principal repayments beginning August 15, 2026, and (f) revisions to the minimum value of customer contracts, adjusted EBITDA and minimum liquidity covenants (as defined).

The transaction accounting adjustments for the Previously Reported Transactions reflect the adjustment to reduce historical interest expense assuming the $65,700 principal repayment was made as of January 1, 2024. There are no pro forma adjustments for the unaudited pro forma combined balance sheet.

Sale of Aicel

On October 30, 2024, the Company closed the sale of its subsidiary, Aicel, to Vaon Technology Co., Ltd. (“Aicel Disposition”) for $8.5 million in cash consideration (the “Cash Consideration”) and the assumption of Aicel’s convertible bond with approximately $1.2 million in principal amount outstanding. The Company used $5.3 of the Cash Consideration to retire $5.0 million in principal and accrued interest under the Company’s Senior Term Loan and pay prepayment and exit

fees associated with the retired amount. The remainder of the Cash Consideration was allocated to a management incentive program for key Aicel members and pay taxes, fees and expenses incurred by the Company in connection with the transaction.

The transaction accounting adjustments for the Previously Reported Transactions remove the results of operations of Aicel. There are no pro forma adjustments for the unaudited pro forma combined balance sheet as the Aicel Disposition is already reflected in such balance sheet.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of December 31, 2024

(Amounts in thousands of U.S. dollars, except share and par value per share data)

				Dispositions
				Transaction				FiscalNote
	FiscalNote			Accounting				Pro Forma
	(Historical)			Adjustments			Note	As Adjusted
Assets
Current assets:
Cash and cash equivalents	$	28,814		$	40,000		2a	$	30,636
					(28,929	)	2d
					(3,200	)	2a
					(6,049	)	2b
Restricted cash		640			824		2a		1,464
Short-term investments		5,796			-				5,796
Accounts receivable, net		13,465			(1,903	)	2c		11,562
Costs capitalized to obtain revenue contracts, net		3,016			(192	)	2c		2,824
Prepaid expenses		2,548			(78	)	2c		2,470
Other current assets		2,908			(440	)	2c		2,468
Total current assets		57,187			33				57,220
Property and equipment, net		5,051			(88	)	2c		4,963
Capitalized software costs, net		15,099			(508	)	2c		14,591
Noncurrent costs capitalized to obtain revenue contracts, net		3,197			(297	)	2c		2,900
Operating lease assets		15,620			(444	)	2c		15,176
Goodwill		159,061			(30,841	)	2c		128,220
Customer relationships, net		41,717			(5,863	)	2c		35,854
Database, net		16,147			-				16,147
Other intangible assets, net		13,018			(3,195	)	2c		9,823
Other non-current assets		100							100
Total assets	$	326,197		$	(41,203	)		$	284,994
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt	$	36		$	-			$	36
Accounts payable and accrued expenses		8,462			(993	)	2c		7,469
Deferred revenue, current portion		35,253			(5,005	)	2c		30,248
Customer deposits		1,850			(381	)	2c		1,469
Contingent liabilities from acquisitions, current portion		-			-				-
Operating lease liabilities, current portion		3,386			(444	)	2c		2,942
Other current liabilities		2,266			(94	)	2c		2,172
Total current liabilities		51,253			(6,917	)			44,336
Long-term debt, net of current maturities		147,041			(28,929	)	2d		118,112
Deferred tax liabilities		1,934			(1,312	)	2c		622
Deferred revenue, net of current portion		222			(24	)	2c		198
Operating lease liabilities, net of current portion		22,490							22,490
Public and private warrant liabilities		2,458							2,458
Other non-current liabilities		2,968							2,968
Total liabilities		228,366			(37,182	)			191,184
Commitment and contingencies (Note 18)
Stockholders' equity:
Class A Common stock ($0.0001 par value, 1,700,000,000 authorized, 142,794,386 and 121,679,829 issued and outstanding at December 31, 2024 and December 31, 2023, respectively)		14							14
Class B Common stock ($0.0001 par value, 9,000,000 authorized, 8,290,921 issued and outstanding at December 31, 2024 and December 31, 2023, respectively)		1							1
Additional paid-in capital		899,929							899,929
Accumulated other comprehensive income		4,786							4,786
Accumulated deficit		(806,899	)		5,228		1		(810,920	)
					(3,200	)	2a
					(6,049	)	2b
Total stockholders' equity		97,831			(4,021	)			93,810
Total liabilities and stockholders' equity	$	326,197		$	(41,203	)		$	284,994

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2024

(Amounts in thousands of U.S. dollars, except share and per share data)

								Pro Forma, As			Dispositions				FiscalNote
				Previously Reported				Adjusted prior to disposition			Transaction Accounting Adjustments				Pro Forma,
	FiscalNote			Dispositions Transaction				of Oxford Analytica and			(Oxford Analytica and				As
	(Historical)			Accounting Adjustments			Note	Dragonfly			Dragonfly)			Note	Adjusted
Revenues:
Subscription	$	111,073		$	(4,496	)	3a	$	106,577		$	(13,751	)	3a	$	92,826
Advisory, advertising, and other		9,193			(1	)	3a		9,192			(3,176	)	3a		6,016
Total revenues		120,266			(4,497	)			115,769			(16,927	)			98,842
Operating expenses:
Cost of revenues		25,639			(1,436	)	3a		24,203			(2,721	)	3a		21,482
Research and development		12,828			(485	)	3a		12,343			(281	)	3a		12,062
Sales and marketing		35,055			(953	)	3a		34,102			(4,695	)	3a		29,407
Editorial		18,528			(96	)	3a		18,432			(5,024	)	3a		13,408
General and administrative		50,236			(721	)	3a		49,515			(1,381	)	3a		48,134
Amortization of intangible assets		9,925			(428	)	3a		9,497			(1,663	)	3a		7,834
Impairment of goodwill and other long-lived assets		-			-		3a		-					3a		-
Transaction gains, net		(4	)		-				(4	)		6,049		3e		6,045
Total operating expenses		152,207			(4,119	)			148,088			(9,716	)			138,372
Operating (loss) income		(31,941	)		(378	)			(32,319	)		(7,211	)			(39,530	)
Gain on sales of businesses (Note 4)		(72,017	)		-				(72,017	)		(4,589	)	3d		(76,606	)
Interest expense, net		23,589			(2,449	)	3b		21,140			(3,870	)	3c		17,270
Change in fair value of financial instruments		6,408			-				6,408			-				6,408
Loss on settlement		-			-				-			-				-
Other expense, net		26			(42	)	3a		(16	)		(301	)	3a		(317	)
Net income (loss) before income taxes		10,053			2,113				12,166			1,549				13,715
Provision from income taxes		536			-				536			3,200		3d		3,736
Net income (loss)		9,517			2,113				11,630			(1,651	)			9,979
Earnings (loss) per share attributable to common shareholders:
Basic and Diluted	$	0.07													$	0.07
Weighted average shares used in computing earnings (loss) per share attributable to common shareholders:
Basic and Diluted		137,280,603														137,280,603

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma combined financial information was prepared by the Company in accordance with Article 11 of Regulation S-X in connection with the Transactions.

The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. FiscalNote believes that its assumptions and methodologies provide are reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.

Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Combined Balance Sheet

The pro forma adjustments related to Transactions included in the unaudited pro forma combined balance sheet as of December 31, 2024 are as follows:

a)Reflects the net cash proceeds from the Dispositions, of which $824 was placed in an escrow account and for purposes of the unaudited pro forma combined balance sheet is presented as restricted cash. The sale resulted in a gain on disposal of approximately $5,228, exclusive of approximately $3,200 of income tax expense due to realized capital gains. See "Sources and Uses of Funds " for cash sources and uses as a result of the Dispositions.

b)Reflects the payment of estimated advisory, accounting and legal expenses associated with the Dispositions totaling $6,049.

c)Reflects the adjustments to remove the historical results of Oxford Analytica and Dragonfly assuming the disposal occurred on December 31, 2024.

d)Reflects the use of proceeds received from the sale of Oxford Analytica and Dragonfly to prepay a portion of the existing New Senior Term Loan, which comprise the principal, accrued paid in kind interest, deferred fees equal to 5.75% of the principal amount repaid, and 1% prepayment penalty.

Note 3. Unaudited Pro Forma Combined Statements of Operations

The pro forma adjustments related to the Transactions included in the unaudited pro forma combined statements of operations for the year ended December 31, 2024, are as follows:

a)Reflects the adjustments to remove the historical results of Board.org, Aicel, Oxford Analytica, and Dragonfly for the year ended December 31, 2024. Cost of revenues include amortization amounting to $225 and $287 for Aicel and Dragonfly, respectively.

b)Reflects the adjustment to reduce historical interest expense as if the $65,700 prepayment of the Senior Term Loan with respect to the sale of Board.Org and the $5,000 prepayment of the Senior Term Loan with respect to the sale of Aicel were made as of January 1, 2024. General and administrative includes depreciation amounting to $58 and $65 for Aicel and Oxford Analytica, respectively.

c)Reflects the adjustment to reduce historical interest expense as if the $27,136 prepayment of the Senior Term Loan arising from the sale of Oxford Analytica and Dragonfly was made as of January 1, 2024.

d)Reflects the gain on disposal of $4,589. Additionally, the Company expects to pay income taxes of approximately $3,200 as a result of capital gains realized upon the disposition of the businesses.

e)Reflects the payment of estimated advisory, accounting and legal expenses associated with the Dispositions totaling $6,049.

Note 4. Pro Forma Income Per Share

The unaudited combined pro forma income per share, basic and diluted, are computed by dividing the unaudited combined pro forma net income by the weighted-average number of shares of common stock outstanding during the period. The Transactions did not affect the Company’s basic and diluted weighted average shares outstanding or potentially dilutive securities for the year ended December 31, 2024.

XML

Document and Entity Information - USD ($)

12 Months Ended

Dec. 31, 2024

Mar. 24, 2025

Jun. 30, 2024

Document Type

10-K

Amendment Flag

false

Document Period End Date

Dec. 31, 2024

Document Fiscal Year Focus

2024

Document Fiscal Period Focus

FY

Entity Registrant Name

FISCALNOTE HOLDINGS, INC.

Entity Central Index Key

0001823466

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Current Fiscal Year End Date

--12-31

Entity Filer Category

Accelerated Filer

Entity Shell Company

false

Entity Small Business

true

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

ICFR Auditor Attestation Flag

false

Entity File Number

001-396972

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

88-3772307

Document Financial Statement Error Correction [Flag]

false

Entity Address, Address Line One

1201 Pennsylvania Avenue NW, 6th Floor

Entity Address, City or Town

Washington, D.C.

Entity Address, State or Province

WA

Entity Address, Postal Zip Code

20004

City Area Code

202

Local Phone Number

793-5300

Document Annual Report

true

Document Transition Report

false

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Public Float

$ 125,540,607

Auditor Firm ID

49

Auditor Name

RSM U.S. LLP

Auditor Location

McLean, Virginia

Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.

Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FiscalNote Holdings, Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Common Class A

Entity Common Stock, Shares Outstanding

153,129,346

Title of 12(b) Security

Class A common stock, par value $0.0001 per share

Trading Symbol

NOTE

Security Exchange Name

NYSE

Common Class B

Entity Common Stock, Shares Outstanding

8,290,921

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share

Title of 12(b) Security

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per warrant

Trading Symbol

NOTE.WS

Security Exchange Name

NYSE

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 28,814	$ 16,451
Restricted cash	640	849
Short-term investments	5,796	7,134
Accounts receivable, net	13,465	16,931
Costs capitalized to obtain revenue contracts, net	3,016	3,326
Prepaid expenses	2,548	2,593
Other current assets	2,908	2,521
Total current assets	57,187	49,805
Property and equipment, net	5,051	6,141
Capitalized software costs, net	15,099	13,372
Noncurrent costs capitalized to obtain revenue contracts, net	3,197	4,257
Operating lease assets	15,620	17,782
Goodwill	159,061	187,703
Customer relationships, net	41,717	53,917
Database, net	16,147	18,838
Other intangible assets, net	13,018	18,113
Other non-current assets	100	633
Total assets	326,197	370,561
Current liabilities:
Current maturities of long-term debt	36	105
Accounts payable and accrued expenses	8,462	12,909
Deferred revenue, current portion	35,253	43,530
Customer deposits	1,850	3,032
Contingent liabilities from acquisitions, current portion	0	130
Operating lease liabilities, current portion	3,386	3,066
Other current liabilities	2,266	2,878
Total current liabilities	51,253	65,650
Long-term debt, net of current maturities	147,041	222,310
Deferred tax liabilities	1,934	2,178
Deferred revenue, net of current portion	222	875
Operating lease liabilities, net of current portion	22,490	26,162
Public and private warrant liabilities	2,458	4,761
Other non-current liabilities	2,968	5,166
Total liabilities	228,366	327,102
Commitment and contingencies (Note 18)
Stockholders' equity:
Additional paid-in capital	899,929	860,485
Accumulated other comprehensive income (loss)	4,786	(622)
Accumulated deficit	(806,899)	(816,416)
Total stockholders' equity	97,831	43,459
Total liabilities and stockholders' equity	326,197	370,561
Common Class A
Stockholders' equity:
Common stock value	14	11
Common Class B
Stockholders' equity:
Common stock value	$ 1	$ 1

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Common Class A
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,700,000,000	1,700,000,000
Common stock, shares, issued	142,794,386	121,679,829
Common stock, shares, outstanding	142,794,386	121,679,829
Common Class B
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	9,000,000	9,000,000
Common stock, shares, issued	8,290,921	8,290,921
Common stock, shares, outstanding	8,290,921	8,290,921

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2024	Dec. 31, 2023
Revenues:
Total revenues		$ 120,266	$ 132,645
Operating expenses:
Cost of revenues	[1]	25,639	40,251
Research and development	[1]	12,828	18,186
Sales and marketing	[1]	35,055	45,722
Editorial	[1]	18,528	17,869
General and administrative	[1]	50,236	65,550
Amortization of intangible assets	[1]	9,925	11,509
Impairment of goodwill and other long-lived assets	[1]	0	32,064
Transaction (gains) costs, net	[1]	(4)	(767)
Total operating expenses	[1]	152,207	230,384
Operating loss		(31,941)	(97,739)
Gain on sales of businesses (Note 4)		(72,017)
Interest expense, net		23,589	29,940
Change in fair value of financial instruments		6,408	(15,983)
Loss on settlement		0	3,474
Other expense, net		26	68
Net income (loss) before income taxes		10,053	(115,238)
Provision from income taxes		536	223
Net income (loss)		9,517	(115,461)
Other comprehensive (loss) income		(299)	163
Total comprehensive income (loss)		9,218	(115,298)
Net income (loss) used to compute basic income (loss) per share		9,517	(115,461)
Net income (loss) used to compute diluted income (loss) per share		$ 9,517	$ (115,461)
Earnings (loss) per share attributable to common shareholders:
Basic		$ 0.07	$ (0.88)
Diluted		$ 0.07	$ (0.88)
Weighted average shares used in computing earnings (loss) per share attributable to common shareholders:
Basic		137,280,603	131,400,109
Diluted		137,280,603	131,400,109
Subscription
Revenues:
Total revenues		$ 111,073	$ 119,082
Advisory, advertising, and other
Revenues:
Total revenues		$ 9,193	$ 13,563

[1] (1) Amounts include stock-based compensation expenses, as follows:       Years Ended December 31,       2024     2023   Cost of revenues   $ 412     $ 283   Research and development     1,554       1,384   Sales and marketing     1,567       2,057   Editorial     687       400   General and administrative     13,729       22,933  

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Stock-based compensation expenses	$ 353
Cost of Revenues
Stock-based compensation expenses	412	$ 283
Research and Development
Stock-based compensation expenses	1,554	1,384
Sales and Marketing Expense
Stock-based compensation expenses	1,567	2,057
Editorial
Stock-based compensation expenses	687	400
General and Administrative
Stock-based compensation expenses	$ 13,729	$ 22,933

XML

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative-Effect Adjustment	Common Class A	Common Stock	Common Stock Common Class A	Additional Paid-in Capital	Additional Paid-in Capital Common Class A	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative-Effect Adjustment
Beginning Balance at Dec. 31, 2022	$ 144,690	$ (212)		$ 13		$ 846,205		$ (785)	$ (700,743)	$ (212)
Balance, shares at Dec. 31, 2022				131,416,516
Issuance of Class A common stock upon vesting of restricted share units, shares					1,987,641
Issuance of Class A common stock upon settlement of contingent consideration			$ 281				$ 281
Issuance of Class A common stock upon settlement of contingent consideration, shares					209,261
Exercise of stock options	366					366
Exercise of stock options, shares				251,099
Return of common stock, value	(21,410)			$ (1)		(21,409)
Return of common stock, shares				(5,881,723)
Shares issued in business acquisitions			9,539				9,539
Shares issued in business acquisitions, shares					1,885,149
Issuance of Class A common stock under employee stock purchase plan			318				318
Issuance of Class A common stock under employee stock purchase plan, shares					102,807
Stock-based compensation expense	27,057					27,057
Withholding taxes on net share settlement of stock-based compensation and option exercises	(1,872)					(1,872)
Net income (loss)	(115,461)								(115,461)
Foreign currency translation gain (loss)	163							163
Ending Balance at Dec. 31, 2023	43,459			$ 12		860,485		(622)	(816,416)
Balance, share at Dec. 31, 2023				129,970,750
Note conversion	19,013			$ 2		19,011
Note conversion, shares				15,428,500
Shares issued to satisfy interest on the GPO Convertible Note	1,933					1,933
Shares issued to satisfy interest on the GPO Convertible Note, shares				1,715,292
Issuance of Class A common stock upon vesting of restricted share units, value			1		$ 1
Issuance of Class A common stock upon vesting of restricted share units, shares					3,460,900
Exercise of stock options	3					3
Issuance of preferred stock	1,933					1,933
Issuance of Class A common stock under employee stock purchase plan			$ 471				$ 471
Issuance of Class A common stock under employee stock purchase plan, shares					509,865
Stock-based compensation expense	17,949					17,949
Withholding taxes on net share settlement of stock-based compensation and option exercises	77					77
Change in fair value of debt instruments (Note 10)	5,707							5,707
Net income (loss)	9,517								9,517
Foreign currency translation gain (loss)	(299)							(299)
Ending Balance at Dec. 31, 2024	$ 97,831			$ 15		$ 899,929		$ 4,786	$ (806,899)
Balance, share at Dec. 31, 2024				151,085,307

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating Activities:
Net income (loss)	$ 9,517	$ (115,461)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	1,241	1,348
Amortization of intangible assets and capitalized software development costs	18,628	27,369
Amortization of deferred costs to obtain revenue contracts	3,707	3,617
Impairment of goodwill and other long-lived assets		32,064
Gain on sale of businesses	(72,017)
Non-cash operating lease expense	2,060	3,264
Stock-based compensation	17,949	27,057
Non-cash earnout benefit		(530)
Loss on settlement		3,474
Bad debt expense	148	423
Change in fair value of acquisition contingent consideration	(117)	(2,043)
Change in fair value of financial instruments	6,408	(15,983)
Deferred income tax provision (benefit)	(162)	72
Paid-in-kind interest, net	7,963	6,060
Other non-cash items	177	32
Non-cash interest expense	3,068	3,919
Changes in operating assets and liabilities:
Accounts receivable, net	1,836	(287)
Prepaid expenses and other current assets	592	3,421
Costs capitalized to obtain revenue contracts, net	(2,902)	(4,443)
Other non-current assets	228	(180)
Accounts payable and accrued expenses	(1,111)	(6,426)
Deferred revenue	1,032	4,123
Customer deposits	(194)	(198)
Other current liabilities	(441)	269
Contingent liabilities from acquisitions, net of current portion	(13)	(39)
Lease liabilities	(3,117)	(6,626)
Other non-current liabilities	222	210
Net cash used in operating activities	(5,298)	(35,494)
Investing Activities:
Capital expenditures	(8,884)	(7,938)
Cash proceeds from the sale of businesses, net	98,052
Cash paid for business acquisitions, net of cash acquired		(5,010)
Purchase of investments		(7,369)
Net cash provided by (used in) investing activities	89,168	(20,317)
Financing Activities:
Proceeds from long-term debt, net of issuance costs	6,301	11,500
Principal payments of long-term debt	(70,808)	(107)
Payment of deferred financing costs	(7,399)
Proceeds from exercise of stock options and ESPP purchases	474	684
Net cash (used in) provided by financing activities	(71,432)	12,077
Effects of exchange rates on cash	(284)	(189)
Net change in cash, cash equivalents, and restricted cash	12,154	(43,923)
Cash, cash equivalents, and restricted cash, beginning of period	17,300	61,223
Cash, cash equivalents, and restricted cash, end of period	29,454	17,300
Supplemental Noncash Investing and Financing Activities:
Issuance of common stock for conversion of debt and interest	20,946
Amounts held in escrow related to the sale of Board.org	285
Issuance of common stock in connection with business acquisitions		9,539
Warrants issued in conjunction with long-term debt issuance		178
Property and equipment purchases in accounts payable	88	161
Supplemental Cash Flow Activities:
Cash paid for interest	14,732	20,679
Cash paid for taxes	$ 274	$ 55

XML

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 9,517	$ (115,461)

XML

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Summary of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Business and Significant Accounting Policies

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is the leading Software as a Service (SAAS) technology provider of policy and regulatory intelligence. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need.

Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading product and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. The Company is headquartered in Washington, D.C.

On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in these notes to the financial statements to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing.

Liquidity

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $35,250 as of December 31, 2024, compared with $24,434 as of December 31, 2023. Further, the Company had negative working capital (excluding cash, restricted cash, and short-term investments) of $29,316 and $40,279 at December 31, 2024 and December 31, 2023, respectively, and had an accumulated deficit of $806,899 and $816,416 as of December 31, 2024 and December 31, 2023, respectively, and has incurred net losses of $62,500 (excluding the effect of the gains on sale of businesses throughout 2024 totaling $72,017) and $115,461 for the years ended December 31, 2024 and 2023, respectively. Management expects that significant on-going operating and capital expenditures may be necessary to continue to implement the Company’s business plan of entering new markets, future acquisitions, and infrastructure and product development. Historically, the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company funded operations through debt and selling assets (see Note 4, Acquisitions and Dispositions).

The Company has implemented various cost saving measures throughout 2023, 2024, and 2025 to rationalize its cost structure and is actively evaluating additional cost saving opportunities and sources of capital. As disclosed in Note 9, Debt, the Company is subject to certain financial covenants. The Company expects to be in compliance with these financial covenants, and have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. The Company’s ability to maintain compliance with these financial covenants and satisfy its debt obligations are based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate, and other operating assumptions. Pursuant to the Credit Agreement, at the time that the Company does not maintain compliance with all of its financial covenants, the lenders may declare the amounts outstanding due and payable at which time the Company would not be able to satisfy the lenders rights. As there can be no assurance that cost saving measures and necessary financing will be available, the Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business, in addition to, and in conjunction with, the sale of Oxford Analytica and Dragonfly and the convertible notes that were amended and exchanged as disclosed in Note 19, Subsequent Events. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Estimates and assumptions made by management include the determination of:

•revenue recognition;

•the average period of benefit associated with costs capitalized to obtain revenue contracts;

•the allowance for doubtful accounts receivable;

•the fair value of assets acquired and liabilities assumed for business combinations;

•the useful lives of intangible assets;

•capitalization of software development costs;

•valuation of financial instruments;

•impairment of goodwill and long-lived assets;

•the fair value of certain stock awards issued;

•the fair value of certain consideration issued as part of business combinations;

•the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and

•the incremental borrowing rate used to calculate lease balances.

Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

Segments

The Company is a leading technology provider of global policy and market intelligence and operates out of a single operating segment. The Company derives revenue from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-entity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting

processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of December 31, 2024 and December 31, 2023. Revenue derived from the U.S. Federal Government was 17% and 16% of revenue for the years ended December 31, 2024 and December 31, 2023. As of December 31, 2024 and December 31, 2023, assets located in the United States were approximately 85% percent of total assets.

Two vendors accounted for more than 10% of the Company’s accounts payable as of December 31, 2024 and no vendors accounted for more than 10% of the Company's accounts payable as of December 31, 2023, respectively. One vendor represented more than 10% of the total purchases made for the year ended December 31, 2024 and no vendors represented more than 10% of the total purchases made for the year ended December 31, 2023.

Revenue Recognition

The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price.

The Company determines the amount of revenue to be recognized through the application of the following steps:

(i)identification of contracts with customers,

(ii)identification of distinct performance obligations in the contract,

(iii)determination of contract transaction price,

(iv)allocation of contract transaction price to the performance obligations, and

(v)determination of revenue recognition based on timing of satisfaction of the performance obligation(s).

The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues.

Subscription Revenue

Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns

subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers.

The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying consolidated balance sheets.

Advisory, Advertising, and Other Revenues

Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized.

Advertising revenue is primarily generated by delivering advertising in its publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years. The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less. The Company does not have material costs to fulfill contracts with customers.

Cost of Revenues

Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications.

Cash, Cash Equivalents, and Restricted Cash

The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At December 31, 2024, over 61% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the consolidated statement of operations. The Company is able to easily liquidate these

into cash; accordingly, the Company has presented these investments as available for current operations and are presented as short-term investments within current assets in the consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Capitalized Software Development Costs

The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years. Amortization of capitalized software development costs is included in the costs of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Software development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Business Combinations

The Company must estimate the fair value of assets acquired and liabilities assumed in a business combination at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statement of operations and comprehensive income (loss).

Acquisition-Related Intangibles and Other Long-Lived Assets

The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. There were no impairments of long-lived assets during the year ended December 31, 2024. During the fourth quarter of 2023, the Company recorded non-cash impairment charges totaling $6,223 (see Note 7, Intangible Assets).

Goodwill Impairment

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting units based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines

that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st.

There were no impairments of goodwill during the year ended December 31, 2024. During the year ended December 31, 2023, the Company recorded non-cash goodwill impairment charges totaling $25,841 (see Note 8, Goodwill).

Leases

The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component.

Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did not have any finance leases at December 31, 2023 and at December 31, 2024. The Company records costs associated with leases within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

Warrant Liabilities

The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).

Stock-Based Compensation

Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to

reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of operations and comprehensive income (loss). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) for the period and historically have not been material.

Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive income (loss).

Fair Value Measurements

The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2024, and as a result, enhanced certain qualitative considerations within "Segment Information" of Note 1. There were no significant impacts to our existing quantitative disclosures as a result of our adoption of this ASU.

The Company has evaluated all issued Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive income (loss), balance sheets, or cash flows.

XML

Cybersecurity Risk Management, Strategy and Governance

12 Months Ended

Dec. 31, 2024

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity

As a company, we devote significant resources to cybersecurity and risk management processes in order to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity risk management program is led primarily by our Vice President - Cybersecurity & DevOps, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification. The information security team works cross-functionally, with significant involvement from other members of senior management and oversight by the Board.

The information security team is responsible for, among other matters:

•designing, implementing and periodically assessing our cybersecurity safeguards and related policies and procedures, including those pertaining to encryption standards, antivirus protection, remote access, multi-factor authentication, data classification, device management, and the use of the internet, social media, email and wireless devices;

•monitoring current and emerging cybersecurity threats to which the business may become exposed; and

•providing oversight of risks of cybersecurity threats associated with our use of third-party service providers, including reviewing such engagements when proposed in order to identify and assess risks potentially arising therefrom.

In addition, the information security team is responsible for obtaining and maintaining Service Organization Control Type 2 ("SOC-2") certification for the Company’s product portfolio. The Company has obtained SOC-2 certification for many of its products, which subjects those products to an annual compliance audit conducted by a third party, and we work to include progressively more products within the scope of the audit year over year.

We view cybersecurity as a shared responsibility throughout the Company. At a management level, we have performed tabletop exercises incorporating external resources, advisors and relevant members of the Board as needed. The Company requires all employees to participate in an annual cybersecurity training reviewed by the information security function, and management regularly communicates with employees about potential cybersecurity risks and methods for reporting incidents. The Company has adopted and maintains an Incident Response Plan, which provides for various methods of reporting and escalation of incidents, activation of an incident response team consisting of relevant cross-functional leaders (e.g., legal, information security, operations), assessment of the severity of incidents, processes for investigating and remediating incidents and compliance with related legal and regulatory obligations, among other matters. The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters. Cybersecurity risk is among the risks monitored by the ERM program, which establishes an annual cadence for identifying material risks facing the Company, as well as quarterly reporting to the Audit Committee on the severity of each such risk and mitigation measures being implemented. The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies. The Company’s Incident Response Plan provides for notification of and consultation with the Audit Committee in the event of a cybersecurity incident exceeding specified levels of severity.

We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to, and breaches of, our data and systems, including malware and computer virus attacks. For more information about the cybersecurity risks we face, see the risk factor entitled, “Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition” in Item 1A- Risk Factors - “Information Technology and Data Risks.”

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

We view cybersecurity as a shared responsibility throughout the Company. At a management level, we have performed tabletop exercises incorporating external resources, advisors and relevant members of the Board as needed. The Company requires all employees to participate in an annual cybersecurity training reviewed by the information security function, and management regularly communicates with employees about potential cybersecurity risks and methods for reporting incidents. The Company has adopted and maintains an Incident Response Plan, which provides for various methods of reporting and escalation of incidents, activation of an incident response team consisting of relevant cross-functional leaders (e.g., legal, information security, operations), assessment of the severity of incidents, processes for investigating and remediating incidents and compliance with related legal and regulatory obligations, among other matters. The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters. Cybersecurity risk is among the risks monitored by the ERM program, which establishes an annual cadence for identifying material risks facing the Company, as well as quarterly reporting to the Audit Committee on the severity of each such risk and mitigation measures being implemented. The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies. The Company’s Incident Response Plan provides for notification of and consultation with the Audit Committee in the event of a cybersecurity incident exceeding specified levels of severity

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters.

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies.

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Our cybersecurity risk management program is led primarily by our Vice President - Cybersecurity & DevOps, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

true

XML

Business Combination

12 Months Ended

Dec. 31, 2024

Business Combination

Note 4. Acquisitions and Dispositions

2024 Dispositions

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of Board.org

On March 11, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (the “Buyer”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by the Buyer). The Company was entitled to receive an earn-out payment of up to $8,000, less the amount of certain retention payments potentially owing to the former Board.org employees, if the Board.org business achieved specified revenue targets for fiscal year 2024. These revenue targets were not met. As a result of the sale of Board.org, the Company recorded a gain on disposal of $71,538, inclusive of the $785 of funds placed in escrow. On June 6, 2024, the Company received $500 of the $785 placed in escrow and finalized the post-closing purchase price adjustment. At December 31, 2024 the Company has $285 included in other current assets representing the remaining balance held in escrow. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Company’s Credit Agreement, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Pursuant to the Employee Lease Agreement entered into in connection with the closing of the sale of Board.org, the Company was the employer of record for the Board.org employees until June 30, 2024. Under the terms of the Employee Lease agreement, the Company was responsible for the payment of salaries and benefits to the Board.org employees at the direction of the Buyer, until the Buyer legally assumed those employees. On July 1, 2024 the Buyer became the employer of record for the Board.org employees and all services under the Employee Lease Agreement ceased.

Additionally, the Company entered into a Transition Services Agreement in connection with the closing of the sale of Board.org whereby the Company provided certain transitional support services from March 11, 2024 to June 30, 2024 and the buyer reimbursed FiscalNote for certain direct costs of those services. No material costs were incurred under the Transition Services Agreement during the period from March 11, 2024 to June 30, 2024.

2023 Acquisitions

Dragonfly Acquisition

On January 27, 2023, the Company entered into a Sale and Purchase Agreement for all of the issued and outstanding share capital of Dragonfly Eye Limited ("Dragonfly"), a UK-based SaaS-based geopolitical and security intelligence provider of actionable data and analysis delivered through Dragonfly's SaaS-based, proprietary Security Intelligence and Analysis Service subscription platform and API.

The aggregate purchase price consisted of (i) $5.6 million in cash (£4.5 million pounds sterling), (ii) 1,885,149 shares of the Company’s Class A Common Stock, and (iii) $11.1 million (£8.9 million pounds sterling) in aggregate principal amount of subordinated convertible promissory notes (“Seller Convertible Notes”). The purchase price was subject to customary adjustments based on working capital and the amount of Dragonfly’s transaction expenses and net indebtedness that remain unpaid as of the closing date, and indemnification obligations for certain claims made following the Closing Date. The Company incurred direct and indirect expenses totaling $1,272 in connection with the acquisition of Dragonfly during the year ended December 31, 2023 (inclusive of $446 of amounts paid on January 27, 2023 that were recognized as expense during the three months ended March 31, 2023).

The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following:

Cash	$	5,617
Fair value of Class A common stock		9,539
Fair value of Seller Convertible Notes		8,635
Fair value of contingent consideration		1,445
Total	$	25,236

The Class A common stock issued as consideration as part of the acquisition of Dragonfly represents non-cash activity on the consolidated statement of stockholders equity and consolidated statement of cash flows.

Additionally, the sellers were eligible to receive an additional payment from the Company of up to approximately $4.3 million, (£3.5) million pounds sterling (the “Dragonfly Earnout”) based on the achievement of certain U.S. GAAP revenue targets for 2023 by Dragonfly. The 2023 revenue targets were not met.

Certain employees of Dragonfly were eligible for an employee earnout bonus awards (the "Dragonfly Employee Earnout Awards") based on achievement of certain U.S. GAAP revenue targets for 2024 by Dragonfly. The 2024 revenue targets were not met.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition:

Cash and cash equivalents	$	607
Current assets, net		3,690
Property and equipment, net		18
Intangible assets		9,600
Deferred revenues		(3,933	)
Current liabilities		(1,764	)
Deferred tax liabilities		(1,517	)
Total net assets acquired		6,701
Goodwill		18,535
Total purchase price	$	25,236

The following table sets forth the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition:

	Estimated Fair Value		Estimated Useful Life (Years)
Customer relationships	$	7,300	6,10
Developed technology		1,750		10
Tradename		550		3
Total intangible assets acquired	$	9,600

The estimated fair values of the customer relationships, developed technology and tradename were determined using the income approach. The approaches used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates, and appropriate discount rates.

The purchase price allocation includes UK deferred assets and liabilities for acquired book and tax basis differences. Goodwill recorded for this acquisition is not tax deductible.

DSAC

Business Combination

Note 2. Business Combination with DSAC

On July 29, 2022, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the closing on July 29, 2022. Subsequent to the closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE.WS,” respectively. The Company accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the closing of the Business Combination Agreement, FiscalNote also entered into the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “New Senior Lenders”), pursuant to which a new senior term loan was consummated simultaneously with the Closing (the "Senior Term Loan").

XML

Revenues

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Note 3. Revenues

Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

	Years Ended December 31,
	2024		2023
Subscription	$	111,073	$	119,082
Advisory		4,640		5,455
Advertising		1,683		1,632
Books		233		1,166
Other revenue		2,637		5,310
Total	$	120,266	$	132,645

Revenue by Geographic Locations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

	Years Ended December 31,
	2024		2023
North America	$	95,503	$	107,108
Europe		21,792		19,749
Australia		1,276		1,193
Asia		1,695		4,595
Total	$	120,266	$	132,645

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. North America revenue consists solely of revenue attributed to the United States. For the years ended December 31, 2024 and 2023, revenue attributed to the United Kingdom represented approximately 14% and 12% of total revenues, respectively. No other foreign country represented more than five percent of total revenue during the years ended December 31, 2024 and 2023, respectively.

Contract Assets

The Company had contract assets of $1,240 and $1,183, as of December 31, 2024 and December 31, 2023, respectively. The Company had contract assets of $1,464 as of January 1, 2023. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collections. They represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. They are recorded as part of other current assets on the consolidated balance sheets.

Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2022	$	36,487
Acquired deferred revenue		3,933
Revenue recognized in the current period from amounts in the prior balance		(35,598	)
New deferrals, net of amounts recognized in the current period		39,220
Effects of foreign currency		363
Balance at December 31, 2023		44,405
Sales of businesses		(9,715	)
Revenue recognized in the current period from amounts in the prior balance		(38,280	)
New deferrals, net of amounts recognized in the current period		39,274
Effects of foreign currency		(209	)
Balance at December 31, 2024	$	35,475

Costs to Obtain

During the years ended December 31, 2024 and 2023, the Company capitalized $2,899 and $4,421 of costs to obtain revenue contracts and amortized $3,707 and $3,617 to sales and marketing expense during the years ended December 31, 2024 and 2023, respectively. There were no impairments of costs to obtain revenue contracts for the years ended December 31, 2024 and 2023.

Unsatisfied Performance Obligations

At December 31, 2024 and December 31, 2023, the Company had $92,356 and $109,151 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this revenue over the next five years.

XML

Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Acquisitions and Dispositions

Note 4. Acquisitions and Dispositions

2024 Dispositions

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of Board.org

On March 11, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (the “Buyer”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by the Buyer). The Company was entitled to receive an earn-out payment of up to $8,000, less the amount of certain retention payments potentially owing to the former Board.org employees, if the Board.org business achieved specified revenue targets for fiscal year 2024. These revenue targets were not met. As a result of the sale of Board.org, the Company recorded a gain on disposal of $71,538, inclusive of the $785 of funds placed in escrow. On June 6, 2024, the Company received $500 of the $785 placed in escrow and finalized the post-closing purchase price adjustment. At December 31, 2024 the Company has $285 included in other current assets representing the remaining balance held in escrow. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Company’s Credit Agreement, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Pursuant to the Employee Lease Agreement entered into in connection with the closing of the sale of Board.org, the Company was the employer of record for the Board.org employees until June 30, 2024. Under the terms of the Employee Lease agreement, the Company was responsible for the payment of salaries and benefits to the Board.org employees at the direction of the Buyer, until the Buyer legally assumed those employees. On July 1, 2024 the Buyer became the employer of record for the Board.org employees and all services under the Employee Lease Agreement ceased.

Additionally, the Company entered into a Transition Services Agreement in connection with the closing of the sale of Board.org whereby the Company provided certain transitional support services from March 11, 2024 to June 30, 2024 and the buyer reimbursed FiscalNote for certain direct costs of those services. No material costs were incurred under the Transition Services Agreement during the period from March 11, 2024 to June 30, 2024.

2023 Acquisitions

Dragonfly Acquisition

On January 27, 2023, the Company entered into a Sale and Purchase Agreement for all of the issued and outstanding share capital of Dragonfly Eye Limited ("Dragonfly"), a UK-based SaaS-based geopolitical and security intelligence provider of actionable data and analysis delivered through Dragonfly's SaaS-based, proprietary Security Intelligence and Analysis Service subscription platform and API.

The aggregate purchase price consisted of (i) $5.6 million in cash (£4.5 million pounds sterling), (ii) 1,885,149 shares of the Company’s Class A Common Stock, and (iii) $11.1 million (£8.9 million pounds sterling) in aggregate principal amount of subordinated convertible promissory notes (“Seller Convertible Notes”). The purchase price was subject to customary adjustments based on working capital and the amount of Dragonfly’s transaction expenses and net indebtedness that remain unpaid as of the closing date, and indemnification obligations for certain claims made following the Closing Date. The Company incurred direct and indirect expenses totaling $1,272 in connection with the acquisition of Dragonfly during the year ended December 31, 2023 (inclusive of $446 of amounts paid on January 27, 2023 that were recognized as expense during the three months ended March 31, 2023).

The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following:

Cash	$	5,617
Fair value of Class A common stock		9,539
Fair value of Seller Convertible Notes		8,635
Fair value of contingent consideration		1,445
Total	$	25,236

The Class A common stock issued as consideration as part of the acquisition of Dragonfly represents non-cash activity on the consolidated statement of stockholders equity and consolidated statement of cash flows.

Additionally, the sellers were eligible to receive an additional payment from the Company of up to approximately $4.3 million, (£3.5) million pounds sterling (the “Dragonfly Earnout”) based on the achievement of certain U.S. GAAP revenue targets for 2023 by Dragonfly. The 2023 revenue targets were not met.

Certain employees of Dragonfly were eligible for an employee earnout bonus awards (the "Dragonfly Employee Earnout Awards") based on achievement of certain U.S. GAAP revenue targets for 2024 by Dragonfly. The 2024 revenue targets were not met.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition:

Cash and cash equivalents	$	607
Current assets, net		3,690
Property and equipment, net		18
Intangible assets		9,600
Deferred revenues		(3,933	)
Current liabilities		(1,764	)
Deferred tax liabilities		(1,517	)
Total net assets acquired		6,701
Goodwill		18,535
Total purchase price	$	25,236

The following table sets forth the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition:

	Estimated Fair Value		Estimated Useful Life (Years)
Customer relationships	$	7,300	6,10
Developed technology		1,750		10
Tradename		550		3
Total intangible assets acquired	$	9,600

The estimated fair values of the customer relationships, developed technology and tradename were determined using the income approach. The approaches used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates, and appropriate discount rates.

The purchase price allocation includes UK deferred assets and liabilities for acquired book and tax basis differences. Goodwill recorded for this acquisition is not tax deductible.

XML

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Note 5. Leases

The Company has operating leases, principally for corporate offices under non-cancelable operating leases. The non-cancellable base terms of these leases typically range from one to nine years. The Company’s lease terms may include

options to extend or terminate the lease. The period which is subject to an option to extend or terminate the lease is included in the lease term if it is reasonably certain that the option will be exercised.

The following table details the composition of lease expense for the year presented:

	Years Ended December 31,
	2024			2023
Operating lease cost	$	4,723		$	6,138
Variable lease cost		279			841
Short-term lease cost		210			550
Total lease costs	$	5,212		$	7,529
Sublease income	$	(130	)	$	(1,442	)

The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of December 31, 2024:

2025	$	5,422
2026		4,927
2027		5,041
2028		5,163
2029		5,289
Thereafter		7,714
Total minimum lease payments		33,556
Less: Amounts representing interest		7,680
Net minimum lease payments	$	25,876

	December 31, 2024			December 31, 2023
Weighted average remaining lease term (in years)		6.3			7.2
Weighted average discount rate		8.5	%		8.5	%

The following table presents supplemental cash flow information for the period presented:

	Years Ended December 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases	$	5,837	$	9,481
Supplemental noncash information on lease liabilities arising from obtaining operating lease assets:
Operating lease assets obtained in exchange for lease obligations	$	1,042	$	272

In April 2021, the Company entered into a modification of one of its existing subleases. The Company exercised its termination notification right on this lease which resulted in a termination fee payment of $1,682 made on December 31, 2021 (lease termination notice date) and a final termination fee payment of $1,682 on March 31, 2023 (the lease termination effective date).

In 2017, as an incentive for entering into a lease and building out the Company’s head office in the District of Columbia, the District authorized a grant to the Company in the amount of $750, which has been disclosed as restricted cash, to finance the security deposit of the office. During 2024, an amendment to the agreement was reached which reduced the restricted cash balance from $750 to $640. The Company is required to meet certain covenants, such as maintaining its headquarters in Washington, D.C. and may have to reimburse the District if the covenants are not met. The Company recorded the grant as a grant liability in other non-current liabilities in the consolidated balance sheets and will relieve the liability if and when all requirements are met.

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 6. Property, Plant and Equipment

The following table details property and equipment as of the dates presented:

	As of December 31,
	2024			2023
Leasehold improvements	$	9,536		$	9,526
Furniture and fixtures		101			102
Equipment		197			498
Computer equipment		2,406			2,332
Total property and equipment	$	12,240		$	12,458
Less: accumulated depreciation		(7,189	)		(6,317	)
Total property and equipment, net	$	5,051		$	6,141

Long-term assets outside of the United States were less than $1,000 at both December 31, 2024 and 2023.

Depreciation expense was $1,241 and $1,348 for the years ended December 31, 2024 and 2023, respectively, and is recorded as part of the general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

XML

Intangible Assets

12 Months Ended

Dec. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 7. Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

	December 31, 2024							December 31, 2023										Weighted Average
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount		Remaining Useful Life (Years) December 31, 2024
Customer relationships	$	76,584	$	(34,867	)	$	41,717	$	88,544	$	(32,392	)	$	(2,235	)	$	53,917		7.8
Developed technology		29,015		(23,662	)		5,353		37,205		(26,743	)		(1,909	)		8,553		6.9
Databases		29,135		(12,988	)		16,147		29,895		(11,057	)		-			18,838		7.9
Tradenames		10,808		(5,100	)		5,708		12,077		(4,367	)		(579	)		7,131		7.8
Expert network		2,654		(1,715	)		939		2,692		(1,291	)		-			1,401		2.1
Patents		841		(232	)		609		784		(217	)		(8	)		559		17.3
Content library		592		(183	)		409		592		(123	)		-			469		6.9
Total	$	149,629	$	(78,747	)	$	70,882	$	171,789	$	(76,190	)	$	(4,731	)	$	90,868

Finite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. Amortization of intangible assets, excluding developed technology, was $9,925 and $11,509 for the years ended December 31, 2024 and 2023, respectively.

Amortization of developed technology was recorded as part of cost of revenues in the amount of $2,277 and $8,942 for the years ended December 31, 2024 and 2023, respectively.

The expected future amortization expense for intangible assets as of December 31, 2024 is as follows:

2025	$	10,078
2026		9,821
2027		9,422
2028		9,066
2029		8,609
Thereafter		23,886
Total	$	70,882

The Company regularly reviews the remaining useful lives of its intangible assets. In the second quarter of 2023 the Company revised the remaining useful life of certain developed technologies. Accordingly, the Company recognized $3,890 of amortization expense during the year ended December 31, 2023. This is represented in the weighted average remaining useful life for developed technology assets and future amortization expense presented above.

Capitalized software development costs

Capitalized software development costs are as follows:

	December 31, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount
Capitalized software development costs	$	34,946	$	(19,847	)	$	15,099	$	27,659	$	(12,795	)	$	(1,492	)	$	13,372

During the years ended December 31, 2024 and 2023, the Company capitalized interest on capitalized software development costs in the amount of $583 and $424, respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues for the years ended December 31, 2024 and 2023 in the amount of $6,426 and $6,918, respectively. The estimated useful life is determined at the time each project is placed in service.

Impairment of long-lived assets

During each fiscal year, we periodically assessed whether any indicators of impairment existed related to our intangible assets. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of intangible assets below their carrying value. We identified a triggering event during the fourth quarter of 2023, primarily related to the prolonged decline in the Company’s stock price and market capitalization. This triggering event indicated we should test the related long-lived assets for impairment in certain of our asset groups. We tested each applicable asset group by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups. We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed. As a result, we recorded a total non-cash impairment charge for intangible assets of $6,223 during the fourth quarter of 2023. This impairment charge relates to capitalized software development costs, developed technology, customer relationships, tradenames and patents within the FactSquared and Predata asset groups.

XML

Goodwill

12 Months Ended

Dec. 31, 2024

Goodwill [Roll Forward]

Goodwill

Note 8. Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but are rather tested for impairment at least annually as of October 1 of each year.

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2022	$	194,362
Acquisitions		18,535
Impairment		(25,841	)
Impact of foreign currency fluctuations		647
Balance at December 31, 2023		187,703
Sale of Board.org and Aicel		(27,999	)
Impact of foreign currency fluctuations		(643	)
Balance at December 31, 2024	$	159,061

As of December 31, 2024 the Company has the following goodwill reporting units: Policy and Global Intelligence. The Company performed its annual goodwill impairment test as of October 1, 2024 and determined there to be no impairment.

During the first quarter of 2023 we monitored our reporting units for triggering events that might indicate an impairment. Due to the decline in the Company’s stock price and market capitalization in the first quarter of 2023, and the underperformance of the Company’s legacy ESG reporting unit compared to internal projections, the Company performed a quantitative goodwill impairment assessment as of March 31, 2023. This quantitative assessment resulted in all the goodwill in our legacy ESG reporting unit being impaired; accordingly, an impairment charge of $5,837 was recognized during the three months ended March 31, 2023. Prior to the quantitative goodwill impairment test performed at March 31, 2023 the Company tested the recoverability of its long-lived assets, and concluded that such assets were not impaired.

The Company performed the required annual impairment test as of October 1, 2023 at the reporting unit level, which resulted in no impairment of goodwill. Toward the end of the fourth quarter of 2023, we continued to monitor our reporting units for triggering events that might indicate an impairment. Due to the decline in the Company’s stock price and market capitalization toward the end of the fourth quarter of 2023, and certain decisions made by management as of December 31, 2023, the Company performed a quantitative goodwill impairment assessment as of December 31, 2023. This quantitative assessment resulted in a goodwill impairment charge of $20,004 inside our legacy FNAI reporting unit recognized in the fourth quarter of 2023. Prior to the quantitative goodwill impairment test performed at December 31, 2023, the Company tested the recoverability of its long-lived assets, and concluded that certain of its intangibles were impaired. See Note 7, Intangible Assets.

The fair value estimate of the Company's reporting units was derived based on an income approach. Under the income approach, the Company estimated the fair value of reporting units based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and the uncertainty related to our reporting unit's ability to execute on the projected cash flows.

Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill.

XML

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

Note 9. Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

	December 31, 2024			December 31, 2023
Senior Term Loan	$	88,595		$	158,228
GPO Convertible Note		36,524			36,954
Convertible notes		16,165			14,052
Dragonfly Convertible Note		8,979			9,002
Era Convertible Note		-			5,977
Aicel Convertible Note		-			1,156
PPP loan		36			144
Total gross debt		150,299			225,513
Debt issuance costs		(3,222	)		(3,098	)
Total		147,077			222,415
Less: Current maturities		(36	)		(105	)
Total long-term debt	$	147,041		$	222,310

a)Senior Term Loan

On July 29, 2022, concurrent with the closing of the Company's business combination, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a senior credit agreement (the "Credit Agreement") providing for a Senior Term Loan consisting of a fully funded principal amount of $150,000 and an uncommitted incremental loan facility totaling $100,000 available upon notice if the Company meets certain financial growth criteria and other customary requirements (the “New Incremental Term Facility”) (collectively the “Senior Credit Facility”). The annual interest of the Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly. The Senior Credit Facility will mature on July 29, 2027, the five-year anniversary of the Closing Date.

On March 17, 2023, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 1 provided for the extension of an incremental term loan by one of the lenders under the facility in the principal amount of $6,000 which was received by the Company on March 31, 2023, on the same terms as the existing term loans (the “Incremental Facility”). In connection with the funding of the Incremental Facility, the Company issued the lender warrants expiring July 15, 2027, to purchase up to 80,000 Class A Common Stock at an exercise price of $0.01 per share, in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation D promulgated thereunder. The lender warrants represent a non-cash financing activity.

On May 16, 2023, the Company, entered into Amendment No. 2 ("Amendment No. 2") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 2 joined Dragonfly Eye Limited and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company, as Guarantors under the Credit Agreement.

On August 3, 2023, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 3 provides for: (a) the extension of the July 2023 Deferred Fee from July 29, 2023 to July 29, 2024, (b) the increase of the July 2023 Deferred Fee from $1,734 to $2,034, (c) increase of the Restatement Date Final Agreement from $7,410 to $8,970 and (d) the revision to the minimum annual recurring revenue and adjusted EBITDA covenants (as both are defined in the Credit Agreement).

In connection with the completion of the sale of Board.org on March 11, 2024, the Company also entered into Amendment No. 4 to the Credit Agreement ("Amendment No, 4"), pursuant to which, among other things, the lenders consented to the release of the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent prepayment of $65,700 of term loans under the Credit Agreement. The Company also made a payment of $1,314 and $5,754 of related prepayment and exit fees, respectively.

In addition, Amendment No. 4 extended the commencement of amortization payments under the Credit Agreement from August 15, 2025 to August 15, 2026, with such payments to fully amortize the term loans by the maturity date of July 15, 2027. Amendment No. 4 also increased the Company’s minimum liquidity covenant to $22,500 and modified the

Company’s minimum ARR and adjusted EBITDA in order to appropriately reflect the sale of Board.org and the absence of its future contributions to the Company’s overall financial performance and position.

In connection with the completion of the sale of Aicel Technologies on October 31, 2024, the Company repaid $5,000 of term loans under the Credit Agreement. The Company also made a payment of $50 and $281 of related prepayment and exit fees, respectively.

The Prime Rate in effect for the Senior Term Loan was 7.75% at December 31, 2024. For the years ended December 31, 2024 and 2023, the Company incurred $14,812 and $20,791 and $1,068 and $1,581 of cash interest and paid-in-kind interest, respectively, on the Senior Term Loan. Paid-in-kind interest is reflected as a component of the carrying value of the Senior Term Loan as the payment of such interest will occur upon the settlement of the Senior Term Loan.

The Company may prepay the Senior Term Loan in whole, or in part, subject to a 1.0% prepayment fee if prepaid prior to July 30, 2025, and no prepayment fee if prepaid on or after July 30, 2025. The July 2023 Deferred Fee totaling $2,034, as previously amended, was paid as part of Amendment No. 4. Accordingly, the Company recognized the accretion of the July 2023 Deferred Fee as interest expense through March 31, 2024. Prior to Amendment No. 4, the Company had $8,970 of deferred fees due at the earlier of prepayment or maturity of the Senior Term Loan which were amortized over the term of the Senior Term Loan using the effective interest method. On March 11, 2024, and as a result of the Amendment No, 4, the Company had $5,250 of deferred fees outstanding which the Company recognized the accretion of these deferred fees as interest expense. The $1,134 of prepayment fee paid on March 11, 2024 was treated as a debt discount. The amortization recorded for the years ended December 31, 2024 and 2023 was $2,210 and $682, respectively, and is included within interest expense in the consolidated statement of operations and comprehensive income (loss). The remaining unamortized debt discount at December 31, 2024 is $2,926, excluding any deferred fees, and is reflected net against debt on the consolidated balance sheets.

The Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. In addition to the negative covenants, there were four financial covenants in place at December 31, 2024: a minimum cash balance requirement, minimum annual recurring revenue requirement, an adjusted EBITDA requirement and a capital expenditure limitation. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the Senior Term Loan due and payable the lenders can elect to increase the interest rate by 5.0% per annum. At December 31, 2024 the Company was in compliance with the minimum cash balance requirement, capital expenditure limitation, and the adjusted EBITDA requirement. The Company did not meet the minimum annual recurring revenue requirement. On March 31, 2025 the Senior Term Loan lenders waived their rights upon default retroactive to December 31, 2024. See Note 19, Subsequent Events.

b)GPO Convertible Note

On June 30, 2023 (the “Subscription Date”), the Company entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “GPO Investor”) pursuant to which (i) the GPO Investor returned 5,881,723 shares of Class A Common Stock held by the GPO Investor to the Company for cancellation, (ii) the Company issued to the GPO Investor a subordinated convertible promissory note in an initial principal amount of $46,794 (the “GPO Convertible Note”), and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the GPO Investor for additional shares or money damages resulting from the entry into the Merger Agreement, relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the GPO Investor). The exchange and settlement are non-cash exchanges in the consolidated statement of cash flows. The before mentioned transactions closed on July 3, 2023.

The GPO Convertible Note will mature on July 3, 2028, unless earlier redeemed or repurchased by the Company or converted in accordance with the terms thereof. The GPO Convertible Note bears interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest was payable in kind by adding interest to the principal amount of the GPO Convertible Note; and (ii) for any period thereafter, interest will be

payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest.

The GPO Convertible Note is subordinate to the Company’s obligations under its Senior Term Loan which limits certain actions that the Company and the GPO Investor may take. At any time prior to July 3, 2028, the GPO Investor is entitled to convert all or any portion of the principal amount and accrued interest thereon into shares of Class A Common Stock based on a conversion price of $7.56 (subject to future adjustment pursuant to the terms of the GPO Convertible Note). The GPO Convertible Note is subject to customary anti-dilution adjustments for stock splits and similar transactions and, subject to standard exceptions, weighted average anti-dilution protection. The principal amount, together with accrued interest thereon, is redeemable by the Company in whole or in part based on certain conditions as defined in the GPO Convertible Note. Pursuant to the terms of the GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024, the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, during the year ended December 31, 2024, the Company issued 1,715,292 Class A Common Shares in satisfaction of interest of $1,933. The Company expects to satisfy future quarterly interest payments in shares.

The Company elected to account for the GPO Convertible Note using the fair value option. The GPO Convertible Note was recorded at its June 30, 2023 acquisition date fair value of $36,583. The Company initially recorded a loss contingency of $11,700 in its fiscal year 2022 financial statements representing the difference between the fair value of the shares returned by the Investor and the fair value of the GPO Convertible Note on the date of exchange. With the execution of the Exchange and Settlement Agreement and GPO Convertible Note, the Company recorded an additional non-cash loss on settlement with GPO of $3,474 in the consolidated statement of operations for the year ended December 31, 2023. The fair market value at December 31, 2024 and December 31, 2023 was $36,524 and $36,954, respectively. The unrealized change in the fair value of the GPO Convertible Note of $4,443, as a result of the change in the Company's specific credit risk, is recorded in accumulated other comprehensive income for the year ended December 31, 2024 and the non-cash loss was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $2,154 for the year ended December 31, 2024. The non-cash gain was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $1,411 for the year ended December 31, 2023. The Company incurred total interest expense related to the GPO Convertible Note of $3,792 and $1,781 for the years ended December 31, 2024 and 2023, respectively.

c)Convertible Notes

At December 31, 2024, the holders of four convertible notes that were previously issued by Old FiscalNote (the “Convertible Notes”) with a principal and accrued PIK balance of $16,165, remained outstanding. The Company incurred total interest expense related to the Convertible Notes, including the amortization of the various discounts, of $2,502 and $2,170 for the years ended December 31, 2024 and 2023, respectively. These notes are presented as long-term debt, net of current maturities, as a result of the exchanges and amendments that were made, and further described in, Note 19, Subsequent Events - Note Amendments.

d)Dragonfly Seller Convertible Notes

In connection with the Company's acquisition of Dragonfly, the Company financed part of the purchase with the issuance of convertible notes. The Dragonfly Convertible Notes were issued in a principal amount of £8.9 million pounds sterling (approximately $11,050 on the closing date of the acquisition), with interest at an annual rate of 8%, which can be paid in cash or paid-in-kind. The paid-in-kind interest will be annually credited to the principal amount. All principal and accrued interest are due upon maturity on January 27, 2028.

At any time after August 2, 2023, the Company can convert any portion of the principal and accrued interest at the volume weighted-average price for the five consecutive trading day period ending on the last trading day of the calendar month preceding the date the Company provides notice of conversion to the Sellers.

At any time after the 18 month anniversary of the Dragonfly acquisition closing date, the lender has the right to convert the outstanding principal and accrued interest for FiscalNote common stock at $10.00 per share, subject to adjustment in

the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to common stock.

The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The Dragonfly Seller Convertible Notes were recorded at their acquisition date fair value of $8,635. The fair market value at December 31, 2024 and December 31, 2023 was $8,979 and $9,002, respectively. The unrealized change in the fair value of the Dragonfly Seller Convertible Notes of $1,264, as a result of the change in the Company's specific credit risk, is recorded in accumulated other comprehensive income for the year ended December 31, 2024. The non-cash loss was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $425 for the year ended December 31, 2024 and non-cash gain was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $673 for the year ended December 31, 2023. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $980 and $838 during the years ended December 31, 2024 and 2023, respectively.

e)Era Convertible Notes

First Era Convertible Note

In connection with the Company’s strategic commercial partnership, the Company issued a convertible note to EGT-East, LLC ("Era"), a third-party lender, for $5,500 on December 8, 2023 and a second convertible note for $801 on January 5, 2024 (collectively, the "First Era Convertible Note"). The First Era Convertible Note was issued in aggregate principal amount of $6,301, with cash interest at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on June 8, 2024. All principal and unpaid interest were to mature on December 8, 2027.

Pursuant to the copilot agreement (the "Co-Pilot Agreement") entered into by and among the Company, FiscalNote Inc., a subsidiary of the Company, and Era on December 8, 2023, the Company agreed to issue Era up to an additional $3,150 in the form of shares of the Company's Class A Common Stock no later than June 2024 (the "Partnership Shares").

On April 11, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Era modifying certain provisions of the First Era Convertible Note and the Co-Pilot Agreement. The Letter Agreement permitted and required the Company to convert approximately $1,599 in aggregate principal amount of the First Era Convertible Note (the “Early Converted Note”) into a portion of the Underlying Shares. Pursuant to the Letter Agreement, the Company was also required to issue to Era the Partnership Shares. Pursuant to the Letter Agreement, Era had the right to convert the aggregate principal amount of the remaining First Era Convertible Note (the “Remaining Note”), but only on or after June 30, 2024, if such conversion right was not cancelled by the terms of the Letter Agreement. In addition, the Letter Agreement terminated the Company’s obligation to issue the Additional Shares under the circumstances specified therein. On April 11, 2024 and pursuant to the Letter Agreement, the Company issued Era an aggregate of 3,003,268 shares of Common Stock to satisfy its obligations with respect to the Partnership Shares and a portion of the Underlying Shares.

On June 12, 2024 and June 25, 2024 the Company issued the Investor an aggregate amount of 3,848,831 shares of Common Stock to satisfy its remaining obligations with regards to the First Era Convertible Note and Co-Pilot Agreement, including the obligation to issue Additional Shares. Accordingly, the Company has no obligations outstanding related to the First Era Convertible Note at December 31, 2024.

The Company elected to account for the First Era Convertible Note using the fair value option. The First Era Convertible Note dated December 8, 2023 was recorded at its acquisition date fair value of $5,500. The First Era Convertible Note dated January 5, 2024 was recorded at its acquisition date fair value of $801. The fair market value of the Era Convertible Note dated December 8, 2023 was $5,977. The non-cash change in fair value of financial instruments recorded in the consolidated statements of operations and comprehensive income (loss) was a loss of $3,189 for the year ended December 31, 2024.

Second Era Convertible Note

The Company issued a senior subordinated convertible note to an affiliate of Era (Era II), for $5,500 on November 12, 2024 (the "Second Era Convertible Note"). The Second Era Convertible Note had a maturity date of November 12, 2027 and a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on May 12,

2025. The Company issued 2,549,129 shares of common stock to Era II 2,549,129 (the "Success Fee shares") as a success fee and 650,000 shares of common stock to Northland Securities, Inc. to cover brokerage fees incurred by Era II in connection with its liquidating (i) any shares of common stock underlying the Second Era Convertible Note and the Success Fee Shares and (ii) the shares of common stock underlying the First Era Convertible Note as well as shares of common stock issued pursuant to the Co-Pilot Agreement.

On December 18, 2024 and December 27, 2024 the Company converted all of the outstanding principal of the Second Era Convertible Note and issued Era II, in aggregate, 5,377,272 shares of common stock. Accordingly, the Company has no obligations outstanding related to the Second Era Convertible Note at December 31, 2024.

The Company elected to account for the Second Era Convertible Note using the fair value option. The Second Era Convertible Note was recorded at its acquisition date fair value of $5,500. The non-cash change in fair value of financial instruments recorded in the consolidated statements of operations and comprehensive income (loss) was a loss of $2,973 for the year ended December 31, 2024. In January 2025, Era II returned 1,071,458 shares of common stock pursuant to the terms of the Second Era Convertible Note.

f)Aicel Convertible Note

In connection with the Company’s acquisition of Aicel, the Company assumed a convertible note (“Aicel Convertible Note”) issued by Aicel in a private placement to a third-party lender dated July 27, 2022. The Aicel Convertible Note was issued in a principal amount of $1,131, with paid-in-kind interest at an annual rate of 1%. All principal and accrued and unpaid interest mature on July 27, 2027. The Aicel Convertible Note provided for no prepayments until maturity without written consent of the lender.

The Aicel Convertible Note was recorded at its acquisition fair value of $1,131. The Company incurred total interest expense related to the Aicel Convertible Note of $9 and $11 for the years ended December 31, 2024 and 2023. On October 31, 2024, the Aicel Convertible Note was assumed by the buyer as part of the sale of Aicel. See Note 4, Acquisitions and Dispositions.

g)PPP loan

On April 13, 2020, the Company received funding in the principal amount of $8,000 under the CARES Act. Interest accrues at 1%. On February 14, 2022, the SBA forgave $7,667 of the PPP Loan with the remaining balance of $333. The Company recognized the forgiveness of the PPP Loan as a gain on debt extinguishment on the consolidated statements of operations and comprehensive income (loss). As of December 31, 2024, the Company recorded $36 of the remaining PPP Loan as short-term debt as it will be fully repaid in 2025.

Total Debt

The following table summarizes the total estimated fair value of the Company's debt as of December 31, 2024 and December 31, 2023, respectively.

	December 31, 2024		December 31, 2023
Senior Term Loan	$	90,679	$	173,416
GPO Convertible Note		36,524		36,954
Convertible notes		15,728		13,992
Dragonfly Seller Convertible Notes		8,979		10,407
Era Convertible Notes		-		5,977
Aicel Convertible Note		-		1,156
Total	$	151,910	$	241,902

The estimated fair value of the Senior Term Loan as of December 31, 2023 was increased by $4,714 and has been revised as compared to what was previously disclosed, to include the impact of paid-in-kind interest. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

Maturities of debt during the years subsequent to December 31, 2024 are as follows:

2025	$	36
2026		48,634
2027		50,550
2028		51,079
Total	$	150,299

Warrants

Old FiscalNote Warrants

At December 31, 2024, 118,700 warrants (previously issued by Old FiscalNote to lenders prior to the Senior Term Loan) with an exercise price of $8.56, remain outstanding. These warrants are accounted for as a liability with no fair value at December 31, 2024, and are included as part of the other non-current liabilities within the consolidated balance sheets.

Warrants associated with Amendment No. 1

On March 17, 2023, in connection with Amendment No. 1 discussed above, the Company issued 80,000 warrants with an exercise price of $0.01. These warrants are accounted for as a liability with a fair value of $85 at December 31, 2024, and are included as part of the other non-current liabilities within the consolidated balance sheets.

XML

Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 10. Stockholders’ Equity

Authorized Capital Stock

The Company’s charter authorizes the issuance of 1,809,000,000 shares, which includes Class A common stock, Class B common stock, and preferred stock.

Class A Common Stock

Subsequent to the Closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE WS,” respectively. Pursuant to the Company’s charter, the Company is authorized to issue 1,700,000,000 shares of Class A common stock, par value $0.0001 per share. As of December 31, 2024, the Company had 142,794,386 shares of Class A common stock issued and outstanding.

Upon the Closing of the Business Combination, each share of Old FiscalNote’s Preferred Stock was converted into common stock and, immediately thereafter, each share of common stock that was issued and outstanding immediately prior to the effective time of the Business Combination was cancelled and converted into New FiscalNote Class A common stock with the application of the Exchange Ratio as discussed in Note 2, Business Combination with DSAC.

Additionally, the Company has outstanding warrants to purchase shares of New FiscalNote Class A common stock that became exercisable upon the Closing of the Business Combination. Refer to Note 12, Warrant Liabilities.

Class B Common Stock

Pursuant to the Company’s charter, the Company is authorized to issue 9,000,000 shares of Class B common stock, par value $0.0001 per share.

In connection with the Closing of the Business Combination, the Co-Founders, or entities controlled by the Co-Founders, received 8,290,921 Class B shares of New FiscalNote common stock as consideration, all of which remain outstanding at December 31, 2024.

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of December 31, 2024, there were no shares of preferred stock issued and outstanding.

Dividends

The Company's Class A and Class B common stock are entitled to dividends if and when any dividend is declared by the Company's board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company's business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company's board of directors and will depend on, among other things, the Company's financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company's board of directors may deem relevant.

XML

Earnout Shares and RSUs

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Earnout Shares and RSUs

Note 11. Earnout Shares and RSUs

The shareholders and other equity holders of Old FiscalNote as described below are entitled to receive up to 19,195,100 additional shares of Class A common stock of New FiscalNote (the “Earnout Awards”) in the form of Earnout Shares or as shares reserved for issuances upon settlement of Earnout RSUs, as described below. The Earnout Awards are split into five tranches each consisting of 3,839,020 shares of Class A common stock in New FiscalNote. Certain Old FiscalNote equity holders will receive Earnout Restricted Stock Units (the “Earnout RSUs”), which are settled in Class A common stock. The right to receive Earnout Awards will expire on July 29, 2027 (the “Earnout Period”). Each tranche of the Earnout Awards will be issued only when the dollar volume-weighted average price of one share of New FiscalNote Class A common stock is greater than or equal to $10.50, $12.50, $15.00, $20.00, or $25.00, respectively, for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period (collectively, the “Triggering Events”).

Pursuant to the terms of the Business Combination Agreement, the holders of Old FiscalNote common stock, Old FiscalNote warrants, vested Old FiscalNote options and vested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares subject to achievement of the Triggering Event. Holders of unvested Old FiscalNote options and unvested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares in the form of Earnout RSUs subject to achievement of the Triggering Event. To the extent the equity award issued upon New FiscalNote's assumption of such any Old FiscalNote Option or Old FiscalNote RSU (each a “Converted Award”) is outstanding and has vested as of the occurrence of a Triggering Event, the holder thereof will receive a proportionate allocation of Earnout Shares in lieu of Earnout RSUs.

If a Converted Award is forfeited after the Closing Date but prior to the Triggering Event, no Earnout RSUs will be issued for such Converted Award. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro-rata to the remaining holders of vested Converted Awards in the form of Earnout Shares and unvested Converted Awards in the form of Earnout RSUs in the manner described above. Reallocated Earnout RSUs are subject to the remaining vesting schedule and conditions of the Converted Award held by such equity holder. The forfeiture and subsequent reallocation of the Earnout RSUs are accounted for as the forfeiture of the original award and the grant of a new award.

A portion of the Earnout Shares that may be issued to Old FiscalNote common stockholders, Old FiscalNote vested option holders and Old FiscalNote warrant holders and all of the Earnout RSUs were determined to represent additional compensation for accounting purposes pursuant to ASC 718, “Compensation-Stock Compensation”. The Company recognizes stock-compensation expense based on the fair value of the Earnout Awards over the requisite service period for each tranche. Upon Closing, the Company recognized $17,712 of share-based compensation expense for vested Earnout

Awards. The Company recognized $353 and $1,803 of share-based compensation expense during the years ended December 31, 2024 and 2023, respectively. The remaining Earnout Shares were determined to represent an equity transaction in conjunction with the reverse recapitalization and were evaluated pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. These remaining Earnout Shares will be accounted for as a liability as the arrangement is indexed to something other than the Company’s stock. The liability is revalued at each reporting period with changes being recorded as a non-operating gain or loss in the consolidated statements of operations and comprehensive income (loss). The other non-current liability was $68 as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was $178 of unrecognized compensation expense related to the Earnout Awards to be recognized over a weighted-average period of approximately two years. As of December 31, 2024, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred.

XML

Warrant Liabilities

12 Months Ended

Dec. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrant Liabilities

Note 12. Warrant Liabilities

Upon the Closing of the Business Combination, the Company assumed 8,750,000 public warrants and 7,000,000 private placement warrants that were previously issued by Old DSAC. Each public warrant and private placement warrant is exercisable for 1.571428 shares of New FiscalNote Class A common stock (or an aggregate of up to 24,750,000 shares of New FiscalNote Class A common stock).

During the year ended December 31, 2024, there were no public warrants exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of December 31, 2024, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0.16. These warrants are accounted for as a liability and have an aggregate fair value of $2,458 at December 31, 2024.

During the year ended December 31, 2023, there were no public warrants exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of December 31, 2023, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0.31. These warrants are accounted for as a liability and have an aggregate fair value of $4,761 at December 31, 2023.

Public Warrants

Each public warrant entitles the registered holder to acquire 1.571428 shares of the Company’s Class A common stock at a price of $7.32 per share, subject to adjustment as discussed below. The warrants became exercisable on August 29, 2022. A holder may exercise his or her warrants only for a whole number of shares of Class A common stock. The public warrants will expire July 29, 2027, or earlier upon redemption or liquidation.

Redemption of warrants for cash

The Company may call the public warrants for redemption for cash:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $11.45 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants for shares of Class A common stock

The Company may redeem the outstanding warrants for shares of Class A common stock:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to an agreed table, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below;

•if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $6.36 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above.

•The “fair market value” of the Class A common stock shall mean the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment).

Private Placement Warrants

The private placement warrants are not redeemable by the Company so long as they are held by the sponsor of DSAC or its permitted transferees, except in certain limited circumstances. The DSAC Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the DSAC Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the DSAC Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants.

Old FiscalNote Warrants

At December 31, 2024, 118,700 warrants with an exercise price of $8.56, remain outstanding. These warrants are accounted for as a liability with a fair value of zero and $23 at December 31, 2024 and 2023, respectively, and are included as part of the other non-current liabilities within the consolidated balance sheets.

XML

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Note 13. Stock-Based Compensation

2022 Long-Term Incentive Plan

In connection with the Business Combination, the Company's board of directors adopted, and its stockholders approved, the 2022 Long-Term Incentive Plan (the “2022 Plan”) under which 20,285,600 shares of Class A common stock were initially reserved for issuance. The 2022 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2022 Plan automatically increases on the first day of each calendar year, beginning on and including January 1, 2023 and ending on and including January 1, 2027 equal to the lesser of (i) 5% of the total number of shares (e.g., each and every class of the Company's common stock) outstanding on the immediately preceding December 31 or (ii) 13,523,734 shares; provided, however, that the Company's Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares (the “Share Reserve”). The shares may be authorized, but unissued, or reacquired shares of the Company's shares or from the Company's treasury shares. Furthermore, subject to adjustments as set forth in the 2022 Plan, in no event will the maximum aggregate number of shares that may be available for delivery under the 2022 Plan pursuant to incentive stock options exceed the Share Reserve. The shares underlying any awards under the 2022 Plan

that are forfeited, canceled, settled in cash, or otherwise terminated (other than by exercise) shall be added back to the Share Reserve available for issuance under the 2022 Plan and, to the extent permissible, the shares that may be issued as incentive stock options.

During the year ended December 31, 2024, the Company issued 2,565,285 stock options, 12,194,112 restricted stock units, and 325,000 performance based restricted stock units. At December 31, 2024, 9,529,847 stock options, 1,601,027 performance stock options, 13,347,059 restricted stock units, and 392,500 performance based restricted stock units remain outstanding. As of December 31, 2024, the Company had 10,246 shares of Class A common stock available for issuance under the 2022 Plan.

The Company recognized $16,937 and $24,165 of stock-based compensation expense for all long term incentive plans in effect during the years ended December 31, 2024 and 2023, respectively. The Company recognized $306 and $675 of stock-based compensation expense related to acquisition earnouts during the years ended December 31, 2024 and 2023, respectively.

2024 Inducement Grant

The Company's board of directors adopted the 2024 Inducement Equity Incentive Plan (the “Plan”). The plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other stock-based awards and cash-based awards. Under the Plan, 500,000 shares of Class A common stock were initially reserved for issuance.

During the year ended December 31, 2024, the Company issued 200,000 stock options and 300,000 restricted stock units. At December 31, 2024, all of the awards remain outstanding. The Company recognized $73 of stock-based compensation expense for this plan in effect during the year ended December 31, 2024, respectively.

2022 Employee Stock Purchase Plan

In connection with the Business Combination, the Company’s board of directors adopted, and its stockholders approved, the 2022 Employee Stock Purchase Plan (the “ESPP”) whereby eligible employees may authorize payroll deductions of up to 15% of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering period or on the last day of the six-month offering period beginning in 2023. The plan is defined as compensatory, and accordingly, a stock-based compensation charge of $280 and $414 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the year ended December 31, 2024 and 2023. As of December 31, 2024, 509,865 shares have been issued under the ESPP and the Company had 3,886,343 shares of Class A common stock available for issuance under the ESPP.

The following table summarizes activities related to stock options and performance stock units during the period presented:

Stock Options awards	Number of shares			Weighted-average exercise price		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		9,742,531		$	3.82		7.5	$	24,659
Granted		476,902			3.98
Exercised		(327,447	)		1.81
Cancelled and forfeited		(432,441	)		6.55
Expired		(189,947	)		3.71
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Vested and exercisable as of December 31, 2023		5,425,239		$	3.11		5.1
Unvested and expected to vest as of December 31, 2023		3,844,359
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Granted		2,565,285			1.62
Exercised		(15,431	)		0.34
Cancelled and forfeited		(426,409	)		4.19
Expired		(262,169	)		5.99
Outstanding at December 31, 2024		11,130,874		$	3.18		5.9	$	77
Vested and exercisable as of December 31, 2024		7,569,287		$	3.27		4.5
Unvested and expected to vest as of December 31, 2024		3,561,587

The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the periods presented:

	Years Ended December 31,
	2024			2023
Expected volatility		45.49	%		45.00	%
Expected life (years)		5.96			6.00
Expected dividend yield		0.00	%		0.00	%
Risk-free interest rate		4.33	%		4.18	%
Fair value of options	$	1.56		$	1.58

At December 31, 2024, there was $3,180 of total unrecognized compensation cost related to outstanding unvested stock option awards including performance stock units that is expected to be recognized over a weighted-average period of approximately two years.

The following table summarizes the Company’s restricted stock unit activity for the periods presented:

Restricted Stock Units	Number of shares			Weighted-average Grant Date Fair Value		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		2,949,731		$	8.81		2.7	$	18,672
Granted		6,606,510			4.42
Vested		(2,532,946	)		7.08
Cancelled and forfeited		(579,188	)		3.46
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Expected to vest as of December 31, 2023		6,444,107
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Granted		12,519,112			1.27
Vested		(3,435,947	)		4.89
Cancelled and forfeited		(1,487,713	)		2.07
Outstanding at December 31, 2024		14,039,559		$	2.19		1.0	$	15,022
Expected to vest as of December 31, 2024		14,039,559

At December 31, 2024, there was $21,061 of total unrecognized compensation cost related to outstanding unvested restricted stock units that are expected to be recognized over a weighted-average period of approximately two years.

Prior to 2022, the Company granted various executives 2,673,751 performance stock options that vest upon the occurrence of a successful public company listing and the Company’s stock price achieving certain price targets and 756,812 performance stock units that vest upon the occurrence of a successful public company listing and time served. The aggregate grant-date fair value of these executive performance stock options and stock units was estimated to be $7,295. As of December 31, 2024, there were 2,480,757 performance stock options outstanding. The Company recognized $24 and $965 of share-based compensation expense for performance stock options and stock units for the years ended December 31, 2024 and 2023, respectively, for which the related performance condition was met upon consummation of the Business Combination on July 29, 2022.

Effective December 31, 2024, the Company amended the 2022 LTIP to (i) effectuate a one-time increase of 4,000,000 in the number of shares authorized for issuance under the 2022 LTIP and (ii) revise the “evergreen” provision of the 2022 LTIP such that the number of shares of Class A common stock that are automatically added to the 2022 LTIP on January 1st of each year will be increased up to the lesser of (a) five percent (5%) of the total number of shares of Class A Common Stock outstanding on December 31st of the preceding calendar year or (b) 13,523,734 shares of Class A Common Stock.

XML

Transaction Costs, net

12 Months Ended

Dec. 31, 2024

Transaction Costs Gains [Abstract]

Transaction Costs, net

Note 14. Transaction Costs, net

The Company incurred the following transaction costs related to businesses acquired and the consummation of the Business Combination during the periods presented:

	Years Ended December 31,
	2024			2023
Transaction costs related to acquired businesses	$	-		$	1,391
Non-capitalizable Business Combination costs		-			415
Change in contingent consideration liabilities		(4	)		(2,043	)
Contingent compensation (benefit) expense		-			(530	)
Total transaction costs	$	(4	)	$	(767	)

XML

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 15. Earnings (Loss) Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net earnings (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s net income (loss) used in computing basic and diluted earnings per share. Diluted earnings (loss) per share considers the impact of potentially dilutive securities.

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)	Years Ended December 31,
Numerator:	2024		2023
Net income (loss) used to compute basic and diluted income (loss) per share	$	9,517	$	(115,461	)
Denominator:
Weighted average common stock outstanding, basic and diluted		137,280,603		131,400,109
Net income (loss) per share, basic	$	0.07	$	(0.88	)
Net income (loss) per share, diluted	$	0.07	$	(0.88	)
Anti-dilutive securities excluded from diluted income (loss) per share:
Anti-dilutive Earnout Awards		19,195,100		19,195,100
Anti-dilutive stock options		134,203		979,901
Anti-dilutive Convertible Notes		2,652,532		2,305,666
Anti-dilutive contingently issuable shares		-		174,468
Anti-dilutive restricted stock units		12,170,401		6,393,154
Anti-dilutive GPO Convertible Note		6,653,602		5,867,750
Anit-dilutive Dragonfly Convertible Note		1,302,900		-
Anti-dilutive Aicel Convertible Notes		-		113,896
Total anti-dilutive securities excluded from diluted income (loss) per share:		42,108,738		35,029,935

XML

Provision (Benefit) from Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Provision (Benefit) from Income Taxes

Note 16. Provision (Benefit) from Income Taxes

An analysis of income (loss) from continuing operations before income taxes by domestic and international consisted of the following as of dates presented:

	Years Ended December 31,
	2024			2023
Domestic	$	(13,710	)	$	(86,488	)
Foreign		23,763			(28,750	)
Total	$	10,053		$	(115,238	)

The (benefit) provision for income taxes consisted of the following as of the dates presented:

	As of December 31,
	2024			2023
Current taxes
Federal provision	$	500		$	80
State provision (benefit)		(67	)		55
Foreign provision (benefit)		14			16
Total current provision (benefit)		447			151
Deferred taxes
Federal benefit (1)		9,474			(5,799	)
State benefit (1)		3,542			(1,751	)
Foreign benefit		166			(3,415	)
Valuation allowance (1)		(13,093	)		11,037
Total deferred provision (benefit)		89			72
Total provision (benefit) from income taxes	$	536		$	223
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in an increase in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

The reconciliation between the U.S. federal statutory income tax rate to the Company’s estimated annual effective tax for the periods presented is as follows:

	Years Ended December 31,
	2024			2023
U.S. Federal provision at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		6.7	%		(0.1	)%
Effects of rate other than statutory		(3.8	)%		(0.5	)%
Interest disallowance		2.3	%		(0.2	)%
Warrant revaluation		(4.9	)%		2.6	%
Stock compensation (1)		29.1	%		(6.0	)%
Impairment from goodwill and other long-lived assets		0.0	%		(4.7	)%
Sale of Board and Aicel		22.7	%		0.0	%
Nondeductible Intercompany Payable		16.8	%		0.0	%
Nondeductible expenses from recapitalization		27.4	%		(2.9	)%
Change in valuation allowance (1)		(102.7	)%		(8.6	)%
Uncertain tax positions		(10.0	)%		0.0	%
Others		0.8	%		(0.8	)%
Effective tax rate		5.4	%		(0.2	)%
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of 3.6% and an offsetting impact to the change in the valuation allowance.

The Company’s effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to state taxes, stock compensation, and the impact of a valuation allowance on the Company’s deferred tax assets, disallowed interest expense, fair value adjustments on convertible debt, and tax items related to the sale of Board and Aicel.

Deferred Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows as of the dates presented:

	As of December 31,
	2024			2023
Deferred tax assets
Stock compensation (1)	$	2,373		$	2,319
Section 163(j) interest limitation		32,477			33,161
Disallowed original issue discount interest		-			1,527
Deferred revenue		4,928			7,143
Reserves and accruals		925			878
Capitalized research and development		9,341			8,541
Lease liability		6,604			7,375
Federal net operating loss carryforward		21,257			31,682
State net operating loss carryforward		6,467			8,559
Foreign net operating loss carryforward		7,101			7,876
Other deferred tax assets		685			898
Total deferred tax assets		92,158			109,959
Deferred tax liabilities
Basis difference in fixed assets		(1,225	)		(1,505	)
Basis difference in intangibles assets and goodwill		(17,165	)		(20,931	)
Right of use asset		(3,928	)		(4,362	)
Other deferred tax liabilities		(1,995	)		(2,819	)
Total deferred tax liabilities		(24,313	)		(29,617	)
Valuation allowance (1)		(69,779	)		(82,520	)
Net deferred tax liabilities	$	(1,934	)	$	(2,178	)
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

At December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $101,224, of which $1,747 is subject to expiration beginning in 2033 to 2037, and state net operating loss carryforwards of $104,734, which begin to expire in 2029. The utilization of the Company’s net operating loss carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Future changes in stock ownership may result in an ownership change. The Company determined that it underwent an ownership change during 2014 and 2015 as defined by section 382. As a result of the 2014 ownership change, the Company determined that $1,271 of net operating loss carryforward would not be available in future periods. The Company is still in process of analyzing its NOL limitations with respect to 2024. The Company is not aware of any tax law provisions aside from section 382 of the Internal Revenue Code that might limit the availability or utilization of loss or credit amounts. Changes in tax law may also impact our ability to use our net operating loss and tax credit carryforwards.

At December 31, 2024, the Company had Foreign NOL carryforwards in various countries of approximately $31,418, of which $3,079 is subject to expiration beginning in 2031.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years.

The Company decreased the valuation allowance established on its deferred tax assets by $12,741 and increased the valuation allowance established on its deferred tax assets by $16,028 for the tax years ended December 31, 2024 and 2023, respectively. The Company continues to maintain a valuation allowance on its Federal deferred tax assets related to NOL carryforwards and interest expense limitations under 163(j) and on State deferred tax assets associated with states where FiscalNote files separately and CQ Roll Call’s deferred tax liabilities are not able to be utilized. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Under the TCJA provisions, effective with tax years beginning on or after January 1, 2022, taxpayers can no longer immediately expense qualified research and development (R&D) expenditures and are required to capitalize and amortize the costs under section 174. Accordingly, the Company capitalized $19,345 and $23,180 of R&D expenses as of the years ended December 31, 2024 and 2023, respectively. These costs will be amortized for tax purposes over 5 years for R&D performed in the U.S. and over 15 years for R&D performed outside the U.S.

Unrecognized Tax Benefits and Other Considerations

The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. For the year ended December 31, 2024, the Company recorded a lapse in uncertain tax position totaling $639 relating to a state tax filing position. The Company has the following activities relating to unrecognized tax benefits for the periods presented:

	Years Ended December 31,
	2024			2023
Beginning balances at December 31, 2023 and 2022	$	639		$	639
Additions due to current year positions		832			-
Lapses in statutes of limitations		(639	)		-
Ending balances at December 31, 2024 and 2023	$	832		$	639

The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, with the provision for income taxes in the consolidated statements of operations. Included in the balance of unrecognized tax benefits as of December 31, 2024 and December 31, 2023 are $832 and $639, respectively, of tax benefits that, if recognized, would affect the effective tax rate. During the year ended December 31, 2023, $80 of interest was recognized relating to uncertain tax benefits. No interest was recognized related to uncertain tax benefits during the year ended December 31, 2024. The Company released an uncertain tax position related to a DC state combined filing that did not reach a more likely than not conclusion for which the statute has lapsed. In the current year the Company recorded an uncertain tax position related to a deduction for shares distributed for services associated with the payment of convertible debt.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign jurisdictions. As of December 31, 2024, the Company is not under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. Although the timing of the resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months.

Future sales of foreign subsidiaries are not exempt from capital gains tax in the U.S. The Company considers itself permanently reinvested in its foreign subsidiaries, and accordingly, no deferred income tax liability has been recorded for any potential taxable gain that may be realized on a future disposition or liquidation of any of its foreign subsidiaries. It is not practicable for the Company to quantify any deferred income tax liability that would be attributable to those events.

Net Operating Losses

At December 31, 2024, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income in the amount of $101,224 of which a portion is subject to annual limitation. Based on estimates as of December 31, 2024, the Company expects that approximately $48,613 of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2024.

XML

Fair Value Measurements and Disclosures

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements and Disclosures

Note 17. Fair Value Measurements and Disclosures

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets

Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or

liability

Level 3 – Unobservable inputs that are supported by little or no market activity

These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. In instances where the determination of fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety, as required under ASC 820-10, "Fair Value Measurement." Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	4,836	$	-	$	-	$	4,836
Short-term investments		-		5,796		-		5,796
Liabilities:
Public warrants	$	1,338	$	-	$	-	$	1,338
Private placement warrants		-		1,120		-		1,120
GPO Convertible Note		-		-		36,524		36,524
Dragonfly Seller Convertible Note		-		-		8,979		8,979

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2023 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	3,044	$	-	$	-	$	3,044
Short-term investments		-		7,134		-		7,134
Liabilities:
Public warrants	$	2,591	$	-	$	-	$	2,591
Private placement warrants		-		2,170		-		2,170
Contingent liabilities from acquisitions		-		-		130		130
Liability classified warrants (a)		-		-		23		23
GPO Convertible Note		-		-		36,954		36,954
Dragonfly Seller Convertible Note		-		-		9,002		9,002
Era Convertible Note		-		-		5,977		5,977
(a) Included in other current liabilities on the balance sheet

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

	Contingent Liabilities from Acquisitions			Liability Classified Warrants			GPO Convertible Note			Dragonfly Seller Convertible Notes			Era Convertible Notes
Balance at December 31, 2022	$	1,579		$	182		$	-		$	-		$	-
Fair value at issuance date		-			-			36,583			8,635			5,500
Contingent consideration at acquisition date		1,445			-			-			-			-
Contingent compensation recognized		337			-			-			-			-
Change in fair value included in the determination of net loss(a)		(357	)		(159	)		(1,411	)		(673	)		477
Earned contingent consideration settled		(281	)		-			-			-			-
Cash contingent compensation earned and subsequently settled		(39	)		-			-			-			-
Unearned contingent compensation reversal		(1,687	)		-			-			-			-
Unearned contingent consideration reversal		(867	)		-			-			-			-
Paid in kind interest		-			-			1,782			854			-
Foreign exchange		-			-			-			186			-
Balance at December 31, 2023		130			23			36,954			9,002			5,977
Fair value at issuance date		-			-			-			-			4,058
Change in fair value included in the determination of net loss(a)		(117	)		(23	)		2,154			425			6,162
Change in fair value included in accumulated other comprehensive income		-			-			(4,443	)		(1,264	)		-
Cash contingent compensation earned and subsequently settled		(13	)		-			-			-			-
Paid in kind interest		-			-			3,792			980			-
Note and interest conversion		-			-			(1,933	)		-			(16,197	)
Foreign exchange		-			-			-			(164	)		-
Balance at December 31, 2024	$	-		$	-		$	36,524		$	8,979		$	-

(a)The change in contingent liabilities from acquisitions is recorded as transaction costs on the consolidated statements of operations and comprehensive income (loss).

Short-Term Investments

The fair value of the short-term investments is based on the quoted market price of the securities on the valuation date. As of December 31, 2024, the estimated fair value of the short-term investments was $5,796. The Company recognized a non-cash loss of $176 for the year ended December 31, 2024 resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the consolidated statements of operations and comprehensive income (loss).

Public Warrants

The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The public warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $5,688. As of December 31, 2024 and December 31, 2023, the estimated fair value of the public warrants was $1,338 and $2,591, respectively. The Company recognized a non-cash gain of $1,254 and $7,691 during the years ended December 31, 2024 and 2023 resulting from the change in fair value of the public warrants. The change in fair value is recorded in change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss).

Private Placement Warrants

The private placement warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $29,259. As of December 31, 2024 and December 31, 2023, the estimated fair value of the private warrants was $1,120 and $2,170, respectively. The Company recognized a non-cash gain of $1,050 and $6,440 during the years ended December 31, 2024 and 2023 resulting from the change in fair value of the private warrants. The

change in fair value is recorded in change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss).

GPO Convertible Note

The GPO Convertible Note was recognized as a liability on its issuance date at its estimated fair value of $36,583. As of December 31, 2024 and December 31, 2023, the estimated fair value of the GPO Convertible Note was $36,524 and $36,954, respectively. The non-cash loss of $2,154 for the year ended December 31, 2024 and non-cash gain of $1,411 for the year ended December 31, 2023 is recorded in the change of fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss). The estimated fair value of the GPO Convertible Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.30	%		3.88	%
Yield		18.00	%		14.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.5			4.5

Dragonfly Seller Convertible Notes

The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $8,635. As of December 31, 2024 and December 31, 2023, the estimated fair value of the Dragonfly Seller Convertible Notes were $8,979 and $9,002, respectively. The non-cash loss of $425 for the year ended December 31, 2024 and the non-cash gain of $673 for the year ended December 31, 2023 is recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss). The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.27	%		3.92	%
Yield		19.50	%		15.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.1			4.1

As of December 31, 2024, the difference between the aggregate fair value and the unpaid principal balance of the Dragonfly Seller Convertible Notes is $4,050.

Era Convertible Note

The First Era Convertible Note was recognized as a liability associated with the Company’s strategic commercial partnership on December 8, 2023 at a fair value of $5,500. The First Era Convertible Note dated January 5, 2024 was recorded at its acquisition date fair value of $801. At December 31, 2023 the fair value of the First Era Convertible Note was $5,977. The total non-cash loss of $3,189 is recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2024. The

following table presents the assumptions used to determine the fair value of the First Era Convertible Note at December 31, 2023:

	December 31, 2023
Common stock share price	$	1.14
Risk free rate		4.17	%
Yield		153.24	%
Expected volatility		63.00	%
Expected term (years)		3.9

Contingent Liabilities from acquisitions

The contingent liabilities from acquisitions are classified as Level 3 in the fair value hierarchy. At December 31, 2024, there were no remaining contingent liabilities from acquisitions. At December 31, 2023, the contingent consideration and compensation relates to the following acquisitions:

	December 31, 2023
Curate	$	4
Equilibrium	112
DT Global	14
Total contingent liabilities from acquisitions	$	130

The Company settled part of the Curate contingent consideration and compensation through an issuance of 83,393 additional shares in a non-cash transaction during the first quarter of 2023 and 83,393 additional shares during the fourth quarter of 2023.

The Company estimated the fair value of the Curate contingent consideration and compensation using a Monte Carlo simulation. These fair value measurements are based on significant inputs not observable in the market and thus represents Level 3 measurements as defined in ASC 820. Significant changes in the key assumptions and inputs could result in a significant change in the fair value measurement of the contingent consideration. The following inputs and assumptions were used to value contingent liabilities from acquisitions as of December 31, 2023:

	Curate
Risk premium		11.00	%
Risk free rate		5.40	%
Revenue volatility		20.00	%
Expected life (years)	0.3

Liability classified warrants

The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants (see Note 9, Debt) is calculated using the Black-Scholes calculation with the following inputs:

	December 31, 2024			December 31, 2023
Common stock fair value	$	1.07		$	1.14
Time to maturity (years)		0.5			1.6
Risk-free interest rate		4.22	%		4.45	%
Volatility		59.0	%		122.0	%
Exercise price	$	8.56		$	8.56

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. Excluding the impairment of an operating lease asset related to certain unoccupied office space and the impairment of goodwill and other long-lived assets as disclosed in Note 5, Leases, Note 7, Intangible Assets, and Note 8, Goodwill, no other impairment events were identified during the years

ended December 31, 2024 and 2023. There were no transfers of assets or liabilities between levels during the years ended December 31, 2024 and 2023. Changes to fair value are recognized as income or expense in the consolidated statements of operations and comprehensive income (loss).

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 18. Commitments and Contingencies

Legal Proceedings

From time to time the Company is a party to various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved.

As discussed in Note 9, Debt, on June 30, 2023, the Company entered into the Exchange and Settlement Agreement and GPO Convertible Note. Pursuant thereto, on July 3, 2023, (i) the Disputing Lender returned 5,881,723 shares of Class A Common Stock, which the Company subsequently cancelled, (ii) the Company issued the GPO Convertible Note, and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the Investor for additional shares or money damages resulting from the entry into the Merger Agreement), relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the Investor.

XML

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 19. Subsequent Events

The Company has evaluated subsequent events through April 1, 2025, the date that these financial statements were available to be issued.

Sale of Oxford Analytica and Dragonfly

On February 21, 2025 (the “Signing Date”), FiscalNote, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement with Factiva Ltd., a limited company organized under the laws of England and Wales (the “Buyer”), providing for the sale of all of the outstanding equity interests in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses”), to the Buyer for a total value of $40.0 million in cash. The stated purchase price is subject to adjustments based on the Sold Businesses’ working capital on the date the transactions contemplated by the Equity Purchase Agreement are consummated (the “Closing Date”), indebtedness and transaction expenses, including retention payments payable to certain employees of the Sold Businesses following the Closing Date. The Equity Purchase Agreement contains representations, warranties, covenants and indemnification obligations of the parties customary for transactions similar to those contemplated by the Equity Purchase Agreement.

On March 31, 2025, the Buyer and Seller consummated the transaction pursuant to the Equity Purchase Agreement. Accordingly, the Company received $40.0 million in cash and $0.8 million was deposited into escrow (to satisfy certain potential post-Closing purchase price adjustments and indemnification claims).

Amendment No. 5 to Senior Term Loan

On the Signing Date, the Company also entered into Amendment No. 5 to the Senior Term Loan (“Amendment No. 5”), pursuant to which, among other things, the lenders consented to certain actions which became effective upon the completion of the sale of Sold Businesses, including releasing the liens on Oxford Analytica and Dragonfly's assets and permitting the consummation of the sale in exchange for the permanent retirement of $27.1 million (the “Pay-Down Amount”) of term loans under the Senior Term Loan and payment of approximately $1.8 million of related prepayment and exit fees. In Amendment No. 5, the lenders also waived their rights upon default retroactive to December 31, 2024. Amendment No. 5 also increased the Company’s minimum liquidity covenant and modified the Company’s minimum ARR and adjusted EBITDA covenants, as defined in the Senior Term Loan, in order to appropriately reflect the sale of Oxford Analytica and Dragonfly and the absence of its future contributions to the Company’s overall financial performance and position.

Convertible Note Exchanges

On March 17, 2025 (the “Initial Issuance Date”), the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with EGT 11 LLC (the “Exchange Investor”), pursuant to which the Company (i) issued on the Initial Issuance Date, a Senior Subordinated Convertible Promissory Note (the “Initial Exchange Note”) in favor of the Exchange Investor in an aggregate principal amount of $5.5 million (the “Initial Principal Amount”) and (ii) issued (the date of such issuance, the “Subsequent Issuance Date”), a Senior Subordinated Convertible Promissory Note (the “Subsequent Exchange Note” and together with the Initial Exchange Note, the “Exchange Notes”) in favor of the Exchange Investor in an aggregate principal amount of $269,000 (the “Subsequent Principal Amount” and together with the Initial Principal Amount, the “Principal Amount”), in each case, following the Exchange Investor’s acquisition of, and in exchange for, certain of the Convertible Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) on November 30, 2020 and February 28, 2020, respectively (the “Original Notes”). The Exchange Notes are unsecured, mature on the three-year anniversary of the Initial Issuance Date or Subsequent Issuance Date, as the case may be, and, beginning on the six-month anniversary of the Initial Issuance Date or Subsequent Issuance Date, as the case may be (each, the “Initial Conversion Date”), will accrue interest at the applicable federal rate published by the Internal Revenue Service. The Exchange Notes are contractually subordinated to the Company’s obligations under its senior secured indebtedness, and accordingly the Company’s right to make certain cash payments in connection therewith is limited by the terms of such subordination agreement. Beginning on the applicable Initial Conversion Date, the Exchange Investor may convert the

Exchange Notes into shares (“Conversion Shares”) of the Class A Common Stock, based on the volume weighted average market price of the Class A Common Stock for the 30 consecutive trading day period prior to the date of conversion. In addition, subject to certain limitations, the Company may elect to convert the Exchange Notes into Conversion Shares (the “Optional Conversion Right”) if such Conversion Shares are freely tradeable (as defined in the Exchange Notes). Pursuant to the Exchange Agreement, the Company issued 2,596,050 shares of Common Stock (the “Fee Shares") to the Exchange Investor as an inducement for the Exchange Investor to exchange the Original Notes for the Exchange Notes. In addition, the Company also may be required to issue additional shares of Common Stock (the “Additional Shares”) to the Exchange Investor to the extent that the Exchange Investor’s sales of the Fee Shares and Conversion Shares within 12 months following the earlier of (i) issuance of all Conversion Shares issued pursuant to the Optional Conversion Right or (ii) the applicable Initial Conversion Date (the “Sell-Off Period”) do not generate net cash proceeds to the Exchange Investor equal to 145% of the applicable Principal Amount plus all accrued interest thereupon. As compensation for its brokerage services provided to the Exchange Investor, the Company also issued 300,000 shares of Common Stock to Northland Securities, Inc. (the “Brokerage Fee Shares”). The Exchange Notes provide for customary events of default, upon which repayment of the Exchange Notes may be accelerated.

The foregoing description of the Exchange Agreement and Exchange Notes does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement and the form of Exchange Note, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Note Amendments

On March 25, 2025 (the “Amendment Date”), the Company entered into a letter agreement (the “Amendment”) with each of Nautilus Venture Partners Fund I, L.P. and Nautilus Venture Partners Fund II, L.P. and Wealth Plus Investments Ltd. (the “Legacy Investors”) modifying certain provisions of the Convertible Notes issued by FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.) in favor of each of the Legacy Investors on August 26, 2019 (the “Legacy Notes”). The Legacy Notes were assumed by the Company in connection with the Business Combination. As of the Amendment Date, the Legacy Notes had an aggregate principal amount of $10,940 outstanding (including accrued paid in kind interest). The Legacy Notes are unsecured and earn payable in kind interest of 15% per annum, payable annually in arrears. The Maturity Date of the Legacy Notes are July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes maybe accelerated upon certain events of default, including a breach of any covenants under the Legacy Notes, the Company becoming party to bankruptcy, liquidation or other reorganization proceedings, or a default or acceleration of repayment under the Company's other indebtedness.

Subject to certain limitations, the Amendments permit the Company to convert, at its election and from time to time, up to the Applicable Amount (as defined below) of the Legacy Notes into shares (the “Legacy Conversion Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price based on the volume weighted average market price of the Common Stock for the five consecutive trading day period prior to the date of conversion (the “Conversion Price”). The “Applicable Amount” for purposes of the Company’s conversion right means up to 20% of the outstanding principal amount of the Legacy Notes as of the Amendment Date plus PIK interest through the Original Maturity Date, and the Company may only subsequently exercise its conversion right after all Legacy Conversion Shares previously issued to the Legacy Investors have been sold. Pursuant to the Amendments, the Company also may be required to pay cash or issue additional shares of Common Stock (the “Legacy Additional Shares”) to the Legacy Investors to the extent that the Legacy Investors’ sales of the Legacy Conversion Shares prior to the Original Maturity Date do not generate net cash proceeds to the Legacy Investors equal to the aggregate outstanding principal amount of such Legacy Notes as of the Amendment Date plus (a) all PIK interest that would accrue under the Legacy Notes through the Original Maturity Date and (b) all brokerage fees, costs and expenses in selling the Legacy Conversion Shares (the “Repayment Amount”). Any Legacy Additional Shares would be issued by the Company at the Conversion Price. In addition, if the Legacy Investors’ sales of the Legacy Conversion Shares do not generate net cash proceeds equal to the Repayment Amount by the Original Maturity Date, the interest rate under the Legacy Notes would be increased to 25% per annum (the “Additional Interest”) and the then-outstanding principal amount of the Legacy Notes plus all PIK interest (reduced by the net cash proceeds received by the Legacy Investors from the prior sales of the Legacy Conversion Shares, plus any previous cash payments made by the Company to the Legacy Investors (after payment of all brokerage fees, costs and expenses in selling the Legacy Conversion Shares and/or Additional Shares, if any) would be doubled (the "Maturity Date Repayment Amount Difference” and with the Additional Interest, the “Extended Maturity Date Payment”). The

Extended Maturity Date Payment would be due to the Legacy Investors by the Extended Maturity Date, and would be payable in cash or by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Extended Maturity Date Shares”), equal to the quotient produced by dividing the (i) Maturity Date Repayment Amount Difference plus (a) all Additional Interest thereon that would accrue through the Extended Maturity Date and (b) all fees, costs and expenses of the Broker in selling the Extended Maturity Date Shares by (ii) the Conversion Price. If (a) the Legacy Notes remain outstanding until or after the Original Maturity Date, or there is an Extended Maturity Date, and (b) the Company effects a conversion event or a change of control within twelve (12) months after repayment, then (whether or not the Legacy Note has been so repaid) the Legacy Investors shall be entitled to either (i) participate in such conversion event at the conversion price or (ii) to receive the same consideration it would have in the change of control if the Legacy Notes had remained outstanding (less the amount repaid by the Company, if applicable). If the Legacy Investors sell Conversion Shares and/or Additional Shares and the aggregate net cash proceeds in respect thereof received by the Investors equals the Repayment Amount, (a) the Investors shall forfeit the remaining Conversion Shares and/or Additional Shares, as the case may be, and (b) any remaining amount owed in respect of the principal amount and/or accrued interest thereon shall be cancelled. In addition, if the Legacy Investors sell Extended Maturity Date Shares and the aggregate net cash proceeds in respect thereof received by the Legacy Investors equals the Extended Maturity Date Payment, (a) the Legacy Investors shall forfeit the remaining Extended Maturity Date Shares and (b) any remaining amount owed in respect of the Maturity Date Repayment Amount Difference plus Additional Interest thereon that would accrue through the Extended Maturity Date shall be cancelled.

The foregoing description of the Legacy Notes and the Amendments does not purport to be complete and is qualified in its entirety by reference to the form of the composite Legacy Note and the form of Amendment, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

XML

Summary of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Description of Business

Description of Business

FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is the leading Software as a Service (SAAS) technology provider of policy and regulatory intelligence. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need.

Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading product and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. The Company is headquartered in Washington, D.C.

On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in these notes to the financial statements to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing.

Liquidity

Liquidity

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $35,250 as of December 31, 2024, compared with $24,434 as of December 31, 2023. Further, the Company had negative working capital (excluding cash, restricted cash, and short-term investments) of $29,316 and $40,279 at December 31, 2024 and December 31, 2023, respectively, and had an accumulated deficit of $806,899 and $816,416 as of December 31, 2024 and December 31, 2023, respectively, and has incurred net losses of $62,500 (excluding the effect of the gains on sale of businesses throughout 2024 totaling $72,017) and $115,461 for the years ended December 31, 2024 and 2023, respectively. Management expects that significant on-going operating and capital expenditures may be necessary to continue to implement the Company’s business plan of entering new markets, future acquisitions, and infrastructure and product development. Historically, the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company funded operations through debt and selling assets (see Note 4, Acquisitions and Dispositions).

The Company has implemented various cost saving measures throughout 2023, 2024, and 2025 to rationalize its cost structure and is actively evaluating additional cost saving opportunities and sources of capital. As disclosed in Note 9, Debt, the Company is subject to certain financial covenants. The Company expects to be in compliance with these financial covenants, and have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. The Company’s ability to maintain compliance with these financial covenants and satisfy its debt obligations are based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate, and other operating assumptions. Pursuant to the Credit Agreement, at the time that the Company does not maintain compliance with all of its financial covenants, the lenders may declare the amounts outstanding due and payable at which time the Company would not be able to satisfy the lenders rights. As there can be no assurance that cost saving measures and necessary financing will be available, the Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business, in addition to, and in conjunction with, the sale of Oxford Analytica and Dragonfly and the convertible notes that were amended and exchanged as disclosed in Note 19, Subsequent Events. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Estimates and assumptions made by management include the determination of:

•revenue recognition;

•the average period of benefit associated with costs capitalized to obtain revenue contracts;

•the allowance for doubtful accounts receivable;

•the fair value of assets acquired and liabilities assumed for business combinations;

•the useful lives of intangible assets;

•capitalization of software development costs;

•valuation of financial instruments;

•impairment of goodwill and long-lived assets;

•the fair value of certain stock awards issued;

•the fair value of certain consideration issued as part of business combinations;

•the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and

•the incremental borrowing rate used to calculate lease balances.

Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

Segments

Segments

The Company is a leading technology provider of global policy and market intelligence and operates out of a single operating segment. The Company derives revenue from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-entity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting

processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

Concentration Risks

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of December 31, 2024 and December 31, 2023. Revenue derived from the U.S. Federal Government was 17% and 16% of revenue for the years ended December 31, 2024 and December 31, 2023. As of December 31, 2024 and December 31, 2023, assets located in the United States were approximately 85% percent of total assets.

Two vendors accounted for more than 10% of the Company’s accounts payable as of December 31, 2024 and no vendors accounted for more than 10% of the Company's accounts payable as of December 31, 2023, respectively. One vendor represented more than 10% of the total purchases made for the year ended December 31, 2024 and no vendors represented more than 10% of the total purchases made for the year ended December 31, 2023.

Revenue Recognition

Revenue Recognition

The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price.

The Company determines the amount of revenue to be recognized through the application of the following steps:

(i)identification of contracts with customers,

(ii)identification of distinct performance obligations in the contract,

(iii)determination of contract transaction price,

(iv)allocation of contract transaction price to the performance obligations, and

(v)determination of revenue recognition based on timing of satisfaction of the performance obligation(s).

The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues.

Subscription Revenue

Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns

subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers.

The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying consolidated balance sheets.

Advisory, Advertising, and Other Revenues

Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized.

Advertising revenue is primarily generated by delivering advertising in its publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.

Costs Capitalized to Obtain Revenue Contracts

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years. The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less. The Company does not have material costs to fulfill contracts with customers.

Cost of Revenues

Cost of Revenues

Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At December 31, 2024, over 61% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

Investments

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the consolidated statement of operations. The Company is able to easily liquidate these

into cash; accordingly, the Company has presented these investments as available for current operations and are presented as short-term investments within current assets in the consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Capitalized Software Development Costs

Capitalized Software Development Costs

The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years. Amortization of capitalized software development costs is included in the costs of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Software development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Business Combinations

Business Combinations

The Company must estimate the fair value of assets acquired and liabilities assumed in a business combination at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statement of operations and comprehensive income (loss).

Acquisition-Related Intangibles and Other Long-Lived Assets

Acquisition-Related Intangibles and Other Long-Lived Assets

The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. There were no impairments of long-lived assets during the year ended December 31, 2024. During the fourth quarter of 2023, the Company recorded non-cash impairment charges totaling $6,223 (see Note 7, Intangible Assets).

Goodwill Impairment

Goodwill Impairment

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting units based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines

that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st.

There were no impairments of goodwill during the year ended December 31, 2024. During the year ended December 31, 2023, the Company recorded non-cash goodwill impairment charges totaling $25,841 (see Note 8, Goodwill).

Leases

Leases

The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component.

Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did not have any finance leases at December 31, 2023 and at December 31, 2024. The Company records costs associated with leases within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

Warrant Liabilities

Warrant Liabilities

The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur.

Income Taxes

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to

reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Foreign Currency Transaction

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of operations and comprehensive income (loss). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) for the period and historically have not been material.

Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive income (loss).

Fair Value Measurement

Fair Value Measurements

The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

Recent Accounting Pronouncements Not Yet Effective

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2024, and as a result, enhanced certain qualitative considerations within "Segment Information" of Note 1. There were no significant impacts to our existing quantitative disclosures as a result of our adoption of this ASU.

The Company has evaluated all issued Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive income (loss), balance sheets, or cash flows.

XML

Revenues (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

	Years Ended December 31,
	2024		2023
Subscription	$	111,073	$	119,082
Advisory		4,640		5,455
Advertising		1,683		1,632
Books		233		1,166
Other revenue		2,637		5,310
Total	$	120,266	$	132,645

Schedule of Revenue by Geographic Operations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

	Years Ended December 31,
	2024		2023
North America	$	95,503	$	107,108
Europe		21,792		19,749
Australia		1,276		1,193
Asia		1,695		4,595
Total	$	120,266	$	132,645

Schedule of Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2022	$	36,487
Acquired deferred revenue		3,933
Revenue recognized in the current period from amounts in the prior balance		(35,598	)
New deferrals, net of amounts recognized in the current period		39,220
Effects of foreign currency		363
Balance at December 31, 2023		44,405
Sales of businesses		(9,715	)
Revenue recognized in the current period from amounts in the prior balance		(38,280	)
New deferrals, net of amounts recognized in the current period		39,274
Effects of foreign currency		(209	)
Balance at December 31, 2024	$	35,475

XML

Acquisitions and Dispositions (Tables) - Dragonfly Eye Limited

12 Months Ended

Dec. 31, 2024

Business Acquisition [Line Items]

Summary of Fair Value of Consideration Transferred

The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following:

Cash	$	5,617
Fair value of Class A common stock		9,539
Fair value of Seller Convertible Notes		8,635
Fair value of contingent consideration		1,445
Total	$	25,236

Summary of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition:

Cash and cash equivalents	$	607
Current assets, net		3,690
Property and equipment, net		18
Intangible assets		9,600
Deferred revenues		(3,933	)
Current liabilities		(1,764	)
Deferred tax liabilities		(1,517	)
Total net assets acquired		6,701
Goodwill		18,535
Total purchase price	$	25,236

Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives

The following table sets forth the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition:

	Estimated Fair Value		Estimated Useful Life (Years)
Customer relationships	$	7,300	6,10
Developed technology		1,750		10
Tradename		550		3
Total intangible assets acquired	$	9,600

XML

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Summary of Lease Expense

The following table details the composition of lease expense for the year presented:

	Years Ended December 31,
	2024			2023
Operating lease cost	$	4,723		$	6,138
Variable lease cost		279			841
Short-term lease cost		210			550
Total lease costs	$	5,212		$	7,529
Sublease income	$	(130	)	$	(1,442	)

Summary of Future Minimum Lease Payments

The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of December 31, 2024:

2025	$	5,422
2026		4,927
2027		5,041
2028		5,163
2029		5,289
Thereafter		7,714
Total minimum lease payments		33,556
Less: Amounts representing interest		7,680
Net minimum lease payments	$	25,876

Summary of Additional Information about Lease Obligations

	December 31, 2024			December 31, 2023
Weighted average remaining lease term (in years)		6.3			7.2
Weighted average discount rate		8.5	%		8.5	%

Summary of Supplemental Cash Flow Information

The following table presents supplemental cash flow information for the period presented:

	Years Ended December 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases	$	5,837	$	9,481
Supplemental noncash information on lease liabilities arising from obtaining operating lease assets:
Operating lease assets obtained in exchange for lease obligations	$	1,042	$	272

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Summary of Details of Property and Equipment

The following table details property and equipment as of the dates presented:

	As of December 31,
	2024			2023
Leasehold improvements	$	9,536		$	9,526
Furniture and fixtures		101			102
Equipment		197			498
Computer equipment		2,406			2,332
Total property and equipment	$	12,240		$	12,458
Less: accumulated depreciation		(7,189	)		(6,317	)
Total property and equipment, net	$	5,051		$	6,141

XML

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

	December 31, 2024							December 31, 2023										Weighted Average
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount		Remaining Useful Life (Years) December 31, 2024
Customer relationships	$	76,584	$	(34,867	)	$	41,717	$	88,544	$	(32,392	)	$	(2,235	)	$	53,917		7.8
Developed technology		29,015		(23,662	)		5,353		37,205		(26,743	)		(1,909	)		8,553		6.9
Databases		29,135		(12,988	)		16,147		29,895		(11,057	)		-			18,838		7.9
Tradenames		10,808		(5,100	)		5,708		12,077		(4,367	)		(579	)		7,131		7.8
Expert network		2,654		(1,715	)		939		2,692		(1,291	)		-			1,401		2.1
Patents		841		(232	)		609		784		(217	)		(8	)		559		17.3
Content library		592		(183	)		409		592		(123	)		-			469		6.9
Total	$	149,629	$	(78,747	)	$	70,882	$	171,789	$	(76,190	)	$	(4,731	)	$	90,868

Schedule of Expected Future Amortization Expense for Intangible Assets

The expected future amortization expense for intangible assets as of December 31, 2024 is as follows:

2025	$	10,078
2026		9,821
2027		9,422
2028		9,066
2029		8,609
Thereafter		23,886
Total	$	70,882

Schedule of Capitalized Software Development Costs

Capitalized software development costs are as follows:

	December 31, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount
Capitalized software development costs	$	34,946	$	(19,847	)	$	15,099	$	27,659	$	(12,795	)	$	(1,492	)	$	13,372

XML

Goodwill (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill [Roll Forward]

Summary of Changes in Carrying Amounts of Goodwill

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2022	$	194,362
Acquisitions		18,535
Impairment		(25,841	)
Impact of foreign currency fluctuations		647
Balance at December 31, 2023		187,703
Sale of Board.org and Aicel		(27,999	)
Impact of foreign currency fluctuations		(643	)
Balance at December 31, 2024	$	159,061

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Summary of Carrying Value of Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

	December 31, 2024			December 31, 2023
Senior Term Loan	$	88,595		$	158,228
GPO Convertible Note		36,524			36,954
Convertible notes		16,165			14,052
Dragonfly Convertible Note		8,979			9,002
Era Convertible Note		-			5,977
Aicel Convertible Note		-			1,156
PPP loan		36			144
Total gross debt		150,299			225,513
Debt issuance costs		(3,222	)		(3,098	)
Total		147,077			222,415
Less: Current maturities		(36	)		(105	)
Total long-term debt	$	147,041		$	222,310

Summary of Estimated Fair Value of Debt

The following table summarizes the total estimated fair value of the Company's debt as of December 31, 2024 and December 31, 2023, respectively.

	December 31, 2024		December 31, 2023
Senior Term Loan	$	90,679	$	173,416
GPO Convertible Note		36,524		36,954
Convertible notes		15,728		13,992
Dragonfly Seller Convertible Notes		8,979		10,407
Era Convertible Notes		-		5,977
Aicel Convertible Note		-		1,156
Total	$	151,910	$	241,902

Summary of Maturities of Debt

Maturities of debt during the years subsequent to December 31, 2024 are as follows:

2025	$	36
2026		48,634
2027		50,550
2028		51,079
Total	$	150,299

XML

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Summary of Activities Related to Stock Options and Performance Stock Units

The following table summarizes activities related to stock options and performance stock units during the period presented:

Stock Options awards	Number of shares			Weighted-average exercise price		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		9,742,531		$	3.82		7.5	$	24,659
Granted		476,902			3.98
Exercised		(327,447	)		1.81
Cancelled and forfeited		(432,441	)		6.55
Expired		(189,947	)		3.71
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Vested and exercisable as of December 31, 2023		5,425,239		$	3.11		5.1
Unvested and expected to vest as of December 31, 2023		3,844,359
Outstanding at December 31, 2023		9,269,598		$	3.74		6.1	$	-
Granted		2,565,285			1.62
Exercised		(15,431	)		0.34
Cancelled and forfeited		(426,409	)		4.19
Expired		(262,169	)		5.99
Outstanding at December 31, 2024		11,130,874		$	3.18		5.9	$	77
Vested and exercisable as of December 31, 2024		7,569,287		$	3.27		4.5
Unvested and expected to vest as of December 31, 2024		3,561,587

Summary of Weighted Average Assumptions Used to Estimate Fair Value

The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the periods presented:

	Years Ended December 31,
	2024			2023
Expected volatility		45.49	%		45.00	%
Expected life (years)		5.96			6.00
Expected dividend yield		0.00	%		0.00	%
Risk-free interest rate		4.33	%		4.18	%
Fair value of options	$	1.56		$	1.58

Summarizes Restricted Stock Unit Activity

The following table summarizes the Company’s restricted stock unit activity for the periods presented:

Restricted Stock Units	Number of shares			Weighted-average Grant Date Fair Value		Weighted-average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2022		2,949,731		$	8.81		2.7	$	18,672
Granted		6,606,510			4.42
Vested		(2,532,946	)		7.08
Cancelled and forfeited		(579,188	)		3.46
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Expected to vest as of December 31, 2023		6,444,107
Outstanding at December 31, 2023		6,444,107		$	5.38		1.0	$	7,346
Granted		12,519,112			1.27
Vested		(3,435,947	)		4.89
Cancelled and forfeited		(1,487,713	)		2.07
Outstanding at December 31, 2024		14,039,559		$	2.19		1.0	$	15,022
Expected to vest as of December 31, 2024		14,039,559

XML

Transaction Costs, net (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination

The Company incurred the following transaction costs related to businesses acquired and the consummation of the Business Combination during the periods presented:

	Years Ended December 31,
	2024			2023
Transaction costs related to acquired businesses	$	-		$	1,391
Non-capitalizable Business Combination costs		-			415
Change in contingent consideration liabilities		(4	)		(2,043	)
Contingent compensation (benefit) expense		-			(530	)
Total transaction costs	$	(4	)	$	(767	)

XML

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Components of Basic and Diluted Earnings (Loss) Per Shares

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)	Years Ended December 31,
Numerator:	2024		2023
Net income (loss) used to compute basic and diluted income (loss) per share	$	9,517	$	(115,461	)
Denominator:
Weighted average common stock outstanding, basic and diluted		137,280,603		131,400,109
Net income (loss) per share, basic	$	0.07	$	(0.88	)
Net income (loss) per share, diluted	$	0.07	$	(0.88	)
Anti-dilutive securities excluded from diluted income (loss) per share:
Anti-dilutive Earnout Awards		19,195,100		19,195,100
Anti-dilutive stock options		134,203		979,901
Anti-dilutive Convertible Notes		2,652,532		2,305,666
Anti-dilutive contingently issuable shares		-		174,468
Anti-dilutive restricted stock units		12,170,401		6,393,154
Anti-dilutive GPO Convertible Note		6,653,602		5,867,750
Anit-dilutive Dragonfly Convertible Note		1,302,900		-
Anti-dilutive Aicel Convertible Notes		-		113,896
Total anti-dilutive securities excluded from diluted income (loss) per share:		42,108,738		35,029,935

XML

Provision (Benefit) from Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Analysis of Income (Loss) from Continuing Operations Before Income Taxes by Domestic and International

An analysis of income (loss) from continuing operations before income taxes by domestic and international consisted of the following as of dates presented:

	Years Ended December 31,
	2024			2023
Domestic	$	(13,710	)	$	(86,488	)
Foreign		23,763			(28,750	)
Total	$	10,053		$	(115,238	)

Schedule of (Benefit) Provision for Income Taxes

The (benefit) provision for income taxes consisted of the following as of the dates presented:

	As of December 31,
	2024			2023
Current taxes
Federal provision	$	500		$	80
State provision (benefit)		(67	)		55
Foreign provision (benefit)		14			16
Total current provision (benefit)		447			151
Deferred taxes
Federal benefit (1)		9,474			(5,799	)
State benefit (1)		3,542			(1,751	)
Foreign benefit		166			(3,415	)
Valuation allowance (1)		(13,093	)		11,037
Total deferred provision (benefit)		89			72
Total provision (benefit) from income taxes	$	536		$	223
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in an increase in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

Schedule of Reconciliation Between U.S. Federal Statutory Income Tax Rate to Estimated Annual Effective Tax

The reconciliation between the U.S. federal statutory income tax rate to the Company’s estimated annual effective tax for the periods presented is as follows:

	Years Ended December 31,
	2024			2023
U.S. Federal provision at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		6.7	%		(0.1	)%
Effects of rate other than statutory		(3.8	)%		(0.5	)%
Interest disallowance		2.3	%		(0.2	)%
Warrant revaluation		(4.9	)%		2.6	%
Stock compensation (1)		29.1	%		(6.0	)%
Impairment from goodwill and other long-lived assets		0.0	%		(4.7	)%
Sale of Board and Aicel		22.7	%		0.0	%
Nondeductible Intercompany Payable		16.8	%		0.0	%
Nondeductible expenses from recapitalization		27.4	%		(2.9	)%
Change in valuation allowance (1)		(102.7	)%		(8.6	)%
Uncertain tax positions		(10.0	)%		0.0	%
Others		0.8	%		(0.8	)%
Effective tax rate		5.4	%		(0.2	)%
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of 3.6% and an offsetting impact to the change in the valuation allowance.

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows as of the dates presented:

	As of December 31,
	2024			2023
Deferred tax assets
Stock compensation (1)	$	2,373		$	2,319
Section 163(j) interest limitation		32,477			33,161
Disallowed original issue discount interest		-			1,527
Deferred revenue		4,928			7,143
Reserves and accruals		925			878
Capitalized research and development		9,341			8,541
Lease liability		6,604			7,375
Federal net operating loss carryforward		21,257			31,682
State net operating loss carryforward		6,467			8,559
Foreign net operating loss carryforward		7,101			7,876
Other deferred tax assets		685			898
Total deferred tax assets		92,158			109,959
Deferred tax liabilities
Basis difference in fixed assets		(1,225	)		(1,505	)
Basis difference in intangibles assets and goodwill		(17,165	)		(20,931	)
Right of use asset		(3,928	)		(4,362	)
Other deferred tax liabilities		(1,995	)		(2,819	)
Total deferred tax liabilities		(24,313	)		(29,617	)
Valuation allowance (1)		(69,779	)		(82,520	)
Net deferred tax liabilities	$	(1,934	)	$	(2,178	)
(1) The amounts for the year ended December 31, 2023 have been revised as a result of an immaterial error correction resulting in a decrease in stock compensation of $5,022 and an offsetting impact to the change in the valuation allowance.

Summary of Activities Relating to Unrecognized Tax Benefits

The Company has the following activities relating to unrecognized tax benefits for the periods presented:

	Years Ended December 31,
	2024			2023
Beginning balances at December 31, 2023 and 2022	$	639		$	639
Additions due to current year positions		832			-
Lapses in statutes of limitations		(639	)		-
Ending balances at December 31, 2024 and 2023	$	832		$	639

XML

Fair Value Measurements and Disclosures (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	4,836	$	-	$	-	$	4,836
Short-term investments		-		5,796		-		5,796
Liabilities:
Public warrants	$	1,338	$	-	$	-	$	1,338
Private placement warrants		-		1,120		-		1,120
GPO Convertible Note		-		-		36,524		36,524
Dragonfly Seller Convertible Note		-		-		8,979		8,979

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2023 by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	3,044	$	-	$	-	$	3,044
Short-term investments		-		7,134		-		7,134
Liabilities:
Public warrants	$	2,591	$	-	$	-	$	2,591
Private placement warrants		-		2,170		-		2,170
Contingent liabilities from acquisitions		-		-		130		130
Liability classified warrants (a)		-		-		23		23
GPO Convertible Note		-		-		36,954		36,954
Dragonfly Seller Convertible Note		-		-		9,002		9,002
Era Convertible Note		-		-		5,977		5,977
(a) Included in other current liabilities on the balance sheet

Summary of Changes in Fair Value of Level 3 Liabilities

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

	Contingent Liabilities from Acquisitions			Liability Classified Warrants			GPO Convertible Note			Dragonfly Seller Convertible Notes			Era Convertible Notes
Balance at December 31, 2022	$	1,579		$	182		$	-		$	-		$	-
Fair value at issuance date		-			-			36,583			8,635			5,500
Contingent consideration at acquisition date		1,445			-			-			-			-
Contingent compensation recognized		337			-			-			-			-
Change in fair value included in the determination of net loss(a)		(357	)		(159	)		(1,411	)		(673	)		477
Earned contingent consideration settled		(281	)		-			-			-			-
Cash contingent compensation earned and subsequently settled		(39	)		-			-			-			-
Unearned contingent compensation reversal		(1,687	)		-			-			-			-
Unearned contingent consideration reversal		(867	)		-			-			-			-
Paid in kind interest		-			-			1,782			854			-
Foreign exchange		-			-			-			186			-
Balance at December 31, 2023		130			23			36,954			9,002			5,977
Fair value at issuance date		-			-			-			-			4,058
Change in fair value included in the determination of net loss(a)		(117	)		(23	)		2,154			425			6,162
Change in fair value included in accumulated other comprehensive income		-			-			(4,443	)		(1,264	)		-
Cash contingent compensation earned and subsequently settled		(13	)		-			-			-			-
Paid in kind interest		-			-			3,792			980			-
Note and interest conversion		-			-			(1,933	)		-			(16,197	)
Foreign exchange		-			-			-			(164	)		-
Balance at December 31, 2024	$	-		$	-		$	36,524		$	8,979		$	-

(a)The change in contingent liabilities from acquisitions is recorded as transaction costs on the consolidated statements of operations and comprehensive income (loss).

Summary of Contingent Consideration and Compensation Related to Acquisitions

The contingent liabilities from acquisitions are classified as Level 3 in the fair value hierarchy. At December 31, 2024, there were no remaining contingent liabilities from acquisitions. At December 31, 2023, the contingent consideration and compensation relates to the following acquisitions:

	December 31, 2023
Curate	$	4
Equilibrium	112
DT Global	14
Total contingent liabilities from acquisitions	$	130

GPO Convertible Note

Summary of Inputs and Assumptions

The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.30	%		3.88	%
Yield		18.00	%		14.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.5			4.5

Dragonfly Seller Convertible Notes

Summary of Inputs and Assumptions

The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at December 31, 2024 and December 31, 2023:

	December 31, 2024			December 31, 2023
Common stock share price	$	1.07		$	1.14
Risk free rate		4.27	%		3.92	%
Yield		19.50	%		15.50	%
Expected volatility		50.00	%		50.00	%
Expected term (years)		3.1			4.1

Era Convertible Note

Summary of Inputs and Assumptions

The

following table presents the assumptions used to determine the fair value of the First Era Convertible Note at December 31, 2023:

	December 31, 2023
Common stock share price	$	1.14
Risk free rate		4.17	%
Yield		153.24	%
Expected volatility		63.00	%
Expected term (years)		3.9

Acquisitions

Summary of Inputs and Assumptions

The following inputs and assumptions were used to value contingent liabilities from acquisitions as of December 31, 2023:

	Curate
Risk premium		11.00	%
Risk free rate		5.40	%
Revenue volatility		20.00	%
Expected life (years)	0.3

Last Out Lender Warrants

Summary of Inputs and Assumptions

The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants (see Note 9, Debt) is calculated using the Black-Scholes calculation with the following inputs:

	December 31, 2024			December 31, 2023
Common stock fair value	$	1.07		$	1.14
Time to maturity (years)		0.5			1.6
Risk-free interest rate		4.22	%		4.45	%
Volatility		59.0	%		122.0	%
Exercise price	$	8.56		$	8.56

XML

Summary of Business and Significant Accounting Policies - Additional Information (Details) - USD ($)			3 Months Ended		12 Months Ended
	Feb. 14, 2022	Apr. 13, 2020	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Significant Accounting Policies [Line Items]
Cash and cash equivalents			$ 16,451,000		$ 28,814,000	$ 16,451,000
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]			Impairments of long-lived assets		Impairments of long-lived assets	Impairments of long-lived assets
Accumulated deficit			$ (816,416,000)		$ (806,899,000)	$ (816,416,000)
Capitalized contract cost, amortization period					4 years
Practical expedient to expense commissions for renewal contracts, description					The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less
Impairment of goodwill			20,004,000		$ 0	25,841,000
Impairments of long-lived assets			0		0	0
Operating Lease, Right-of-Use Asset			17,782,000		15,620,000	$ 17,782,000
Operating Lease, Liability					25,876,000
Impairment charge on intangible assets			$ 6,223,000
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]			Goodwill and Intangible Asset Impairment
Net losses excluding effect of gain on sale of business					62,500,000
Gain on sale of business					72,017,000
impairments of long lived assets					$ 0
Minimum
Significant Accounting Policies [Line Items]
Percentage of cash and cash equivalents held					61.00%
Environmental, Sustainability, And Governance ("ESG")
Significant Accounting Policies [Line Items]
Impairment of goodwill				$ 5,837,000
Furniture and Fixtures
Significant Accounting Policies [Line Items]
Property and equipment, estimated useful life					5 years
Equipment
Significant Accounting Policies [Line Items]
Property and equipment, estimated useful life					3 years
Leasehold Improvements
Significant Accounting Policies [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]					us-gaap:UsefulLifeTermOfLeaseMember
Internal Use Software
Significant Accounting Policies [Line Items]
Property and equipment, estimated useful life					3 years
Paycheck Protection Program
Significant Accounting Policies [Line Items]
Forgiveness of debt	$ 7,667,000
Remaining balance of loan	$ 333,000
CARES Act | Paycheck Protection Program
Significant Accounting Policies [Line Items]
Proceeds from issuance of debt		$ 8,000,000

XML

Summary of Business and Significant Accounting Policies - Additional Information (Details2) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) Segment	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Cash, cash equalents, restricted cash, and short-term investments	$ 35,250	$ 24,434
Working capital deficit	29,316	40,279
Accumulated deficit	(806,899)	(816,416)
Net Income (Loss)	$ 9,517	$ (115,461)
Number of operating segments | Segment	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	srt:ChiefExecutiveOfficerMember
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income.

XML

Summary of Business and Significant Accounting Policies - Additional Information (Details3)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accounts Receivable | Customer Concentration Risk | Single Customer
Significant Accounting Policies [Line Items]
Concentration risk, percentage	10.00%	10.00%
Assets | Geographic Concentration Risk | Single Customer | United States
Significant Accounting Policies [Line Items]
Concentration risk, percentage	85.00%	85.00%
Accounts Payable | Supplier Concentration Risk | No Vendors
Significant Accounting Policies [Line Items]
Concentration risk, percentage	10.00%
Accounts Payable | Supplier Concentration Risk | Two Vendors
Significant Accounting Policies [Line Items]
Concentration risk, percentage		10.00%
Purchases | Supplier Concentration Risk | No Vendors
Significant Accounting Policies [Line Items]
Concentration risk, percentage		10.00%
Purchases | Supplier Concentration Risk | One Vendor
Significant Accounting Policies [Line Items]
Concentration risk, percentage	10.00%
U.S. Federal Government | Revenue | Customer Concentration Risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage	17.00%	16.00%

XML

Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation Of Revenue [Line Items]
Total revenues	$ 120,266	$ 132,645
Subscription
Disaggregation Of Revenue [Line Items]
Total revenues	111,073	119,082
Advisory
Disaggregation Of Revenue [Line Items]
Total revenues	4,640	5,455
Advertising
Disaggregation Of Revenue [Line Items]
Total revenues	1,683	1,632
Books
Disaggregation Of Revenue [Line Items]
Total revenues	233	1,166
Other Revenue
Disaggregation Of Revenue [Line Items]
Total revenues	$ 2,637	$ 5,310

XML

Revenues - Revenue by Geographic Locations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation Of Revenue [Line Items]
Total revenues	$ 120,266	$ 132,645
North America
Disaggregation Of Revenue [Line Items]
Total revenues	95,503	107,108
Europe
Disaggregation Of Revenue [Line Items]
Total revenues	21,792	19,749
Australia
Disaggregation Of Revenue [Line Items]
Total revenues	1,276	1,193
Asia
Disaggregation Of Revenue [Line Items]
Total revenues	$ 1,695	$ 4,595

XML

Revenues - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Jan. 01, 2023
Disaggregation Of Revenue [Line Items]
Contract assets	$ 1,240,000	$ 1,183,000	$ 1,464,000
Capitalized cost	2,899,000	4,421,000
Impairments of costs to obtain revenue contracts	0	0
Revenue remaining performance obligation	92,356,000	109,151,000
Sales and Marketing Expense
Disaggregation Of Revenue [Line Items]
Capitalized cost, amortization	$ 3,707,000	$ 3,617,000
Geographic Concentration Risk | Revenue | Revenue
Disaggregation Of Revenue [Line Items]
Concentration risk, percentage	5.00%	5.00%
Geographic Concentration Risk | Revenue | United Kingdom
Disaggregation Of Revenue [Line Items]
Concentration risk, percentage	14.00%	12.00%

XML

Revenues - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Contract with Customer, Liability [Abstract]
Beginning balance	$ 44,405	$ 36,487
Acquired deferred revenue		3,933
Sales of businesses	(9,715)
Revenue recognized in the current period from amounts in the prior balance	(38,280)	(35,598)
New deferrals, net of amounts recognized in the current period	39,274	39,220
Effects of foreign currency	(209)	363
Ending balance	$ 35,475	$ 44,405

XML

Revenues - Additional Information (Details1)	Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Disaggregation Of Revenue [Line Items]
Revenue remaining performance obligation, expected satisfaction period	1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year	2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Disaggregation Of Revenue [Line Items]
Revenue remaining performance obligation, expected satisfaction period	1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year	2026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01
Disaggregation Of Revenue [Line Items]
Revenue remaining performance obligation, expected satisfaction period	1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year	2027
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01
Disaggregation Of Revenue [Line Items]
Revenue remaining performance obligation, expected satisfaction period	1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year	2028
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01
Disaggregation Of Revenue [Line Items]
Revenue remaining performance obligation, expected satisfaction period	1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year	2029

XML

Acquisitions and Dispositions - Additional Information (Details) £ in Millions					12 Months Ended
	Oct. 31, 2024 USD ($)	Mar. 11, 2024 USD ($)	Jan. 27, 2023 USD ($) shares	Jan. 27, 2023 GBP (£) shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 17, 2025 USD ($)	Jun. 30, 2024 USD ($)	Jan. 27, 2023 GBP (£)
Business Acquisition [Line Items]
Pre-tax gain on disposal					$ 72,017,000
Intangible assets, net carrying amount					70,882,000	$ 90,868,000
Expense related to the employee earnout awards					353,000
Board.Org
Business Acquisition [Line Items]
Prepayment and exit fees		$ 7,068,000
Net proceeds from sale of business		18,137,000
Current tax liability for federal and state income tax		1,571,000
Non-cash deferred tax charge		300,000
Term Loans | Board.Org
Business Acquisition [Line Items]
Prepayments of debt		65,700,000
Dragonfly Eye Limited
Business Acquisition [Line Items]
Acquisition consideration			$ 25,236,000
Direct and indirect expenses						$ 1,272,000
Payment of transaction cost			446,000
Business acquisition, goodwill, expected tax deductible amount			0
Cash consideration			5,617,000	£ 4.5
Intangible assets			$ 9,600,000
Intangible assets amortization period			6 years	6 years
Dragonfly Eye Limited | Convertible Promissory Note
Business Acquisition [Line Items]
Carrying value of convertible notes			$ 11,100,000						£ 8.9
Dragonfly Eye Limited | Maximum
Business Acquisition [Line Items]
Eligible additional payment			$ 4,300,000						£ 3.5
Dragonfly Eye Limited | Class A Common Stock
Business Acquisition [Line Items]
Shares issued in business acquisitions, shares | shares			1,885,149	1,885,149
Exec Connect Intermediate LLC | Board.Org
Business Acquisition [Line Items]
Cash received		90,905,000
Escrow deposit		785,000			$ 285,000		$ 285,000
Cash acquired by the buyer		21,000
Earn-out payment received		8,000,000
Pre-tax gain on disposal		$ 71,538,000
Escrow deposit received								$ 500,000
Aicel Technologies
Business Acquisition [Line Items]
Acquisition consideration	$ 9,650,000
Accrued paid in kind interest	1,150,000
Proceeds from Business Combination, net of transaction costs	5,000,000
Pre-tax gain on disposal	480,000
Cash consideration	$ 8,500,000

XML

Acquisitions and Dispositions - Summary of Fair Value of Consideration Transferred (Details) $ in Thousands, £ in Millions	Oct. 31, 2024 USD ($)	Jan. 27, 2023 USD ($)	Jan. 27, 2023 GBP (£)
Dragonfly Eye Limited
Business Acquisition Contingent Consideration [Line Items]
Cash		$ 5,617	£ 4.5
Fair value of common stock		9,539
Fair value of Seller Convertible Notes		8,635
Fair value of contingent consideration		1,445
Total		$ 25,236
Aicel Technologies
Business Acquisition Contingent Consideration [Line Items]
Cash	$ 8,500
Total	$ 9,650

XML

Acquisitions and Dispositions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 27, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill			$ 159,061	$ 187,703	$ 194,362
Dragonfly Eye Limited
Business Acquisition [Line Items]
Cash and cash equivalents		$ 607
Current assets, net		3,690
Property and equipment, net		18
Intangible assets		9,600
Deferred revenues		(3,933)
Current liabilities		(1,764)
Deferred tax liabilities		(1,517)
Total net assets acquired		6,701
Goodwill		18,535
Total purchase price		$ 25,236
Aicel Technologies
Business Acquisition [Line Items]
Total purchase price	$ 9,650

XML

Acquisitions and Dispositions - Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives (Details) - Dragonfly Eye Limited $ in Thousands	Jan. 27, 2023 USD ($)
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Value	$ 9,600
Estimated Useful Life (Years)	6 years
Developed Technology
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Value	$ 1,750
Estimated Useful Life (Years)	10 years
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Value	$ 7,300
Estimated Useful Life (Years)	10 years
Tradename
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Value	$ 550
Estimated Useful Life (Years)	3 years

XML

Leases - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2021	Dec. 31, 2017
Lessee Lease Description [Line Items]
Payment of sublease termination Fee			$ 1,682
Lease termination effective date		Mar. 31, 2023
Incentive granted		$ 640		$ 750
Final Termination Fee
Lessee Lease Description [Line Items]
Sublease termination fee payable	$ 1,682
Minimum
Lessee Lease Description [Line Items]
Non-cancellable base terms		1 year
Maximum
Lessee Lease Description [Line Items]
Non-cancellable base terms		9 years

XML

Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lease, Cost [Abstract]
Operating lease cost	$ 4,723	$ 6,138
Variable lease cost	279	841
Short-term lease cost	210	550
Total lease costs	5,212	7,529
Sublease income	$ (130)	$ (1,442)

XML

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2025	$ 5,422
2026	4,927
2027	5,041
2028	5,163
2029	5,289
Thereafter	7,714
Total minimum lease payments	33,556
Less: Amounts representing interest	7,680
Net minimum lease payments	$ 25,876

XML

Leases - Summary of Additional Information about Lease Obligations (Details)	Dec. 31, 2024	Dec. 31, 2023
Lessee Disclosure [Abstract]
Weighted average remaining lease term (in years)	6 years 3 months 18 days	7 years 2 months 12 days
Weighted average discount rate	8.50%	8.50%

XML

Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lessee Disclosure [Abstract]
Operating cash outflows for operating leases	$ 5,837	$ 9,481
Operating lease assets obtained in exchange for lease obligations	$ 1,042	$ 272

XML

Property, Plant and Equipment - Summary of Details of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 12,240	$ 12,458
Less: accumulated depreciation	(7,189)	(6,317)
Total property and equipment, net	5,051	6,141
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	9,536	9,526
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	101	102
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	197	498
Computer Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,406	$ 2,332

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Long-term assets	$ 5,051	$ 6,141
Depreciation expense	1,241	1,348
General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation expense	1,241	1,348
Outside United States | Maximum
Property, Plant and Equipment [Line Items]
Long-term assets	$ 1,000	$ 1,000

XML

Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 171,789	$ 149,629
Intangible assets, Accumulated Amortization	(76,190)	(78,747)
Intangible assets, Impairment	$ (4,731)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Goodwill and Intangible Asset Impairment
Intangible assets, Net Carrying Amount	$ 90,868	70,882
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	88,544	76,584
Intangible assets, Accumulated Amortization	(32,392)	(34,867)
Intangible assets, Impairment	(2,235)
Intangible assets, Net Carrying Amount	53,917	$ 41,717
Weighted Average Remaining Useful Life (Years)		7 years 9 months 18 days
Developed Technology
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	37,205	$ 29,015
Intangible assets, Accumulated Amortization	(26,743)	(23,662)
Intangible assets, Impairment	(1,909)
Intangible assets, Net Carrying Amount	8,553	$ 5,353
Weighted Average Remaining Useful Life (Years)		6 years 10 months 24 days
Database
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	29,895	$ 29,135
Intangible assets, Accumulated Amortization	(11,057)	(12,988)
Intangible assets, Net Carrying Amount	18,838	$ 16,147
Weighted Average Remaining Useful Life (Years)		7 years 10 months 24 days
Tradename
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	12,077	$ 10,808
Intangible assets, Accumulated Amortization	(4,367)	(5,100)
Intangible assets, Impairment	(579)
Intangible assets, Net Carrying Amount	7,131	$ 5,708
Weighted Average Remaining Useful Life (Years)		7 years 9 months 18 days
Expert Network
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	2,692	$ 2,654
Intangible assets, Accumulated Amortization	(1,291)	(1,715)
Intangible assets, Net Carrying Amount	1,401	$ 939
Weighted Average Remaining Useful Life (Years)		2 years 1 month 6 days
Patents
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	784	$ 841
Intangible assets, Accumulated Amortization	(217)	(232)
Intangible assets, Impairment	(8)
Intangible assets, Net Carrying Amount	559	$ 609
Weighted Average Remaining Useful Life (Years)		17 years 3 months 18 days
Content Library
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	592	$ 592
Intangible assets, Accumulated Amortization	(123)	(183)
Intangible assets, Net Carrying Amount	$ 469	$ 409
Weighted Average Remaining Useful Life (Years)		6 years 10 months 24 days

XML

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
		Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Intangible Assets Disclosure [Line Items]
Amortization of intangible assets	[1]		$ 9,925	$ 11,509
Interest capitalized on capitalized software development costs			583	424
Amortization of capitalized software development costs			6,426	6,918
Impairment charge on intangible assets		$ 6,223
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration]		Goodwill and Intangible Asset Impairment
Intangible Assets Excluding Developed Technology
Intangible Assets Disclosure [Line Items]
Amortization of intangible assets			9,925	11,509
Developed Technology
Intangible Assets Disclosure [Line Items]
Amortization of intangible assets			2,277	$ 8,942
Amortization expense			$ 3,890

[1] (1) Amounts include stock-based compensation expenses, as follows:       Years Ended December 31,       2024     2023   Cost of revenues   $ 412     $ 283   Research and development     1,554       1,384   Sales and marketing     1,567       2,057   Editorial     687       400   General and administrative     13,729       22,933  

XML

Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2025	$ 10,078
2026	9,821
2027	9,422
2028	9,066
2029	8,609
Thereafter	23,886
Intangible assets, Net Carrying Amount	$ 70,882	$ 90,868

XML

Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Capitalized Computer Software, Net [Abstract]
Capitalized software development costs, Gross Carrying Amount	$ 34,946	$ 27,659
Capitalized software development costs, Accumulated Amortization	(19,847)	(12,795)
Capitalized software development costs, Impairment		(1,492)
Capitalized software development costs, Net Carrying Amount	$ 15,099	$ 13,372

XML

Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Beginning balance		$ 187,703,000	$ 194,362,000
Acquisitions			18,535,000
Impairment	$ (20,004,000)	0	(25,841,000)
Sale of Board.org and Aicel		(27,999,000)
Impact of foreign currency fluctuations		(643,000)	647,000
Ending balance	$ 187,703,000	$ 159,061,000	$ 187,703,000

XML

Goodwill - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Impairment of goodwill	$ 20,004,000		$ 0	$ 25,841,000
Environmental, Sustainability, and Governance ("ESG")
Goodwill [Line Items]
Impairment of goodwill		$ 5,837,000

XML

Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total gross debt	$ 150,299	$ 225,513
Debt issuance costs	(3,222)	(3,098)
Total	147,077	222,415
Less: Current maturities	(36)	(105)
Total long-term debt	147,041	222,310
Senior Term Loan
Debt Instrument [Line Items]
Total gross debt	88,595	158,228
GPO Convertible Note
Debt Instrument [Line Items]
Total gross debt	36,524	36,954
Convertible Notes
Debt Instrument [Line Items]
Total gross debt	16,165	14,052
Dragonfly Convertible Note
Debt Instrument [Line Items]
Total gross debt	8,979	9,002
Era Convertible Note
Debt Instrument [Line Items]
Total gross debt		5,977
Aicel Convertible Note
Debt Instrument [Line Items]
Total gross debt		1,156
PPP Loan
Debt Instrument [Line Items]
Total gross debt	$ 36	$ 144

XML

Debt - Senior Term Loan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands						12 Months Ended
	Oct. 31, 2024	Mar. 11, 2024	Aug. 03, 2023	Aug. 02, 2023	Mar. 17, 2023	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Paid-in-kind interest						$ 7,963	$ 6,060
Debt issuance costs						3,222	3,098
Earlier of Prepayment or July 29, 2023
Debt Instrument [Line Items]
Debt issuance costs			$ 1,734
Earlier of Prepayment or July 29, 2024
Debt Instrument [Line Items]
Debt issuance costs			2,034
Senior Term Loan Amendment
Debt Instrument [Line Items]
Maturity date					Jul. 15, 2027
Principal amount approved					$ 6,000
Exericse price per share					$ 0.01
Line of Credit Facility, Expiration Date					Jul. 15, 2027
Senior Term Loan Amendment | Class A Common Stock
Debt Instrument [Line Items]
Purchase of common stock					80,000
Senior Term Loan Amendment No 3
Debt Instrument [Line Items]
Prepayment fee			$ 8,970	$ 7,410
Senior Term Loan
Debt Instrument [Line Items]
Principal amount						150,000
Uncommitted incremental loan facility						$ 100,000
Percentage of monthly interest in cash						9.00%
Interest payable in kind						1.00%
Maturity date		Jul. 15, 2027				Jul. 29, 2027
Annual interest rate term						The annual interest of the Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly.
Prime rate percentage						7.75%
Cash interest						$ 14,812	20,791
Paid-in-kind interest						1,068	1,581
Minimum liquidity covenant		$ 22,500
Prepayment fee		1,134				8,970
Pay down amount	$ 5,000	65,700
Payment of related prepayment	50	1,314
Payment of exit fees	$ 281	5,754
Deferred fees outstanding		$ 5,250
Amortization						2,210	$ 682
Unamortized debt discount						$ 2,926
Increase in interest rate event of default						5.00%
Line of Credit Facility, Expiration Date		Jul. 15, 2027				Jul. 29, 2027
Senior Term Loan | Prior to July 30, 2024
Debt Instrument [Line Items]
Prepayment fee						1.00%
Senior Term Loan | On or After July 30, 2025
Debt Instrument [Line Items]
Prepayment fee						0.00%
Senior Term Loan | Earlier of Prepayment or July 29, 2024
Debt Instrument [Line Items]
Debt issuance costs						$ 2,034
Senior Term Loan | Prime Rate
Debt Instrument [Line Items]
Debt instrument, interest rate						5.00%

XML

Debt - GPO Convertible Note - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 03, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Class A Common Stock
Debt Instrument [Line Items]
Shares returned on legal settlement	5,881,723
GPO Convertible Note
Debt Instrument [Line Items]
Convertible note, acquisition fair value					$ 36,583
Non-cash loss contingency			$ 3,474	$ 11,700
Carrying value of convertible notes		$ 36,524	36,954
Unrealized change in fair value		4,443
Non-cash gain (loss) of convertible note		(2,154)	1,411
Interest expense		3,792	$ 1,781
GPO Convertible Note | Convertible Promissory Note
Debt Instrument [Line Items]
Debt instrument amount		$ 46,794
Annual effective interest rate		7.50%
Maturity date		Jul. 03, 2028
Interest expense		$ 1,933
GPO Convertible Note | Class A Common Stock | Convertible Promissory Note
Debt Instrument [Line Items]
Shares returned on legal settlement		5,881,723
Conversion price		$ 7.56
Shares issued		1,715,292

XML

Debt - Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Interest expense, net	$ 23,589	$ 29,940
Convertible Notes
Debt Instrument [Line Items]
Principal and accrued PIK balance	16,165
Interest expense	$ 2,502	$ 2,170

XML

Debt - Dragonfly Seller Convertible Notes - Additional Information (Details) - Convertible Notes $ / shares in Units, $ in Thousands, £ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2024 GBP (£)
Debt Instrument [Line Items]
Interest expense	$ 2,502	$ 2,170
Dragonfly Eye Limited
Debt Instrument [Line Items]
Principal amount	$ 11,050		£ 8.9
Paid-in-kind interest rate	8.00%
Maturity date	Jan. 27, 2028
Conversion price | $ / shares	$ 10
Convertible note, acquisition fair value	$ 8,635
Interest expense	980	838
Carrying value of convertible notes	8,979	9,002
Unrealized change in fair value	1,264
Non-cash gain (loss) of convertible note	$ (425)	$ 673

XML

Debt - Era Convertible Note - Additional Information (Details) - USD ($) $ in Thousands								1 Months Ended	12 Months Ended
	Dec. 27, 2024	Dec. 18, 2024	Nov. 12, 2024	Jun. 25, 2024	Jun. 12, 2024	Apr. 11, 2024	Dec. 08, 2023	Jan. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 05, 2024
Common Stock [Member]
Debt Instrument [Line Items]
Shares issued									1,715,292
Shares returned on legal settlement										(5,881,723)
Era Convertible Note [Member]
Debt Instrument [Line Items]
Convertible notes exchanged for common stock							3,150,000
Carrying value of convertible notes						$ 1,599
Era Convertible Note [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Shares issued				3,848,831	3,848,831	3,003,268
Second Era Convertible Note [Member]
Debt Instrument [Line Items]
Success fee shares issued during period			2,549,129
Second Era Convertible Note [Member] | Northland Securities, Inc. [Member]
Debt Instrument [Line Items]
Common stock issued for brokerage fees			650,000
Second Era Convertible Note [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Shares issued	5,377,272	5,377,272	2,549,129
Second Era Convertible Note [Member] | Common Stock [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Shares returned on legal settlement								1,071,458
Convertible Notes Payable [Member] | Era Convertible Note [Member]
Debt Instrument [Line Items]
Principal amount									$ 6,301
Convertible note							$ 5,500				$ 801
Maturity date									Dec. 08, 2027
Convertible note, acquisition fair value							$ 5,500				$ 801
Carrying value of convertible notes									$ 5,977
Non-cash gain (loss) of convertible note									(3,189)
Convertible Notes Payable [Member] | Second Era Convertible Note [Member]
Debt Instrument [Line Items]
Convertible note, acquisition fair value			$ 5,500
Non-cash gain (loss) of convertible note									$ 2,973
Senior Subordinated Convertible Note [Member] | Second Era Convertible Note [Member]
Debt Instrument [Line Items]
Convertible note			$ 5,500

XML

Debt - Aicel Convertible Note - Additional Information (Details) - Convertible Notes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Interest expense	$ 2,502	$ 2,170
Aicel Technologies
Debt Instrument [Line Items]
Principal amount	$ 1,131
Paid-in-kind interest rate	1.00%
Convertible note, acquisition fair value	$ 1,131
Maturity date	Jul. 27, 2027
Interest expense	$ 9	$ 11

XML

Debt - PPP Loan - Additional Information (Details) - USD ($) $ in Thousands	Feb. 14, 2022	Apr. 13, 2020	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt			$ 147,077	$ 222,415
PPP Loan
Debt Instrument [Line Items]
Forgiveness of debt	$ 7,667
Remaining balance of loan	$ 333
Long-term debt			$ 36
CARES Act | PPP Loan
Debt Instrument [Line Items]
Proceeds from issuance of debt		$ 8,000
Interest rate		1.00%

XML

Debt - Total Debt - Additional Information (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Senior Term Loan [Member]
Debt Instrument [Line Items]
Estimated fair value of Senior Term Loan	$ 4,714

XML

Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt	$ 151,910	$ 241,902
Senior Term Loan
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt	90,679	173,416
GPO Convertible Note
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt	36,524	36,954
Convertible Notes
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt	15,728	13,992
Dragonfly Seller Convertible Notes
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt	$ 8,979	10,407
Era Convertible Note
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt		5,977
Aicel Convertible Note
Debt Instrument Fair Value Disclosure [Line Items]
Fair value of debt		$ 1,156

XML

Debt - Summary of Maturities of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Maturities of Long-Term Debt [Abstract]
2025	$ 36
2026	48,634
2027	50,550
2028	51,079
Total	$ 150,299	$ 225,513

XML

Debt - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Mar. 17, 2023
Class of Warrant or Right [Line Items]
Warrant liabilities	$ 2,458	$ 4,761
Warrants Associated with Amendment 1
Class of Warrant or Right [Line Items]
Warrants outstanding			80,000
Exercise price			$ 0.01
Warrant liabilities	$ 85
Old FiscalNote Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding	118,700
Exercise price	$ 8.56
Warrant liabilities	$ 0

XML

Stockholders' Equity - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Class Of Stock [Line Items]
Shares authorized	1,809,000,000
Preferred stock, shares authorized	100,000,000
Preferred stock, par value per share	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	1,700,000,000	1,700,000,000
Par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	142,794,386	121,679,829
Common stock, shares, outstanding	142,794,386	121,679,829
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	9,000,000	9,000,000
Par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	8,290,921	8,290,921
Common stock, shares, outstanding	8,290,921	8,290,921
Class B Common Stock | Co-Founders
Class Of Stock [Line Items]
Common stock, shares, issued	8,290,921
Common stock, shares, outstanding	8,290,921

XML

Earnout Shares and RSUs - Additional Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) Acquisition $ / shares shares	Dec. 31, 2023 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Payment Arrangement, Expense | $	$ 353
Earnout Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Right to receive earnout awards, expiration date	Jul. 29, 2027
Share-Based Payment Arrangement, Expense | $	$ 17,712	$ 1,803
Unrecognized compensation expense | $	$ 178
Unrecognized compensation expense recognition period	2 years
Earnout Awards | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares entitled to receive	19,195,100
Number of tranches | Acquisition	5
Earnout Awards | Share-Based Compensation Award Tranche One | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	3,839,020
Minimum dollar volume-weighted average share price | $ / shares	$ 10.5
Earnout Awards | Share-Based Compensation Award Tranche Two | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	3,839,020
Minimum dollar volume-weighted average share price | $ / shares	$ 12.5
Earnout Awards | Share-Based Compensation Award Tranche Three | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	3,839,020
Minimum dollar volume-weighted average share price | $ / shares	$ 15
Earnout Awards | Share-Based Compensation Award Tranche Four | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	3,839,020
Minimum dollar volume-weighted average share price | $ / shares	$ 20
Earnout Awards | Share-Based Compensation Award Tranche Five | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	3,839,020
Minimum dollar volume-weighted average share price | $ / shares	$ 25
Earnout Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	0
Other non-current earn out liability | $	$ 68	$ 68
Earnout RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued	0

XML

Warrant Liabilities - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 29, 2022	Dec. 31, 2024	Dec. 31, 2023
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Warrant to purchase of common stock shares issued	7,000,000
Warrants outstanding		7,000,000	7,000,000
Warrants exercised		0	0
Exercise price		$ 0.16	$ 0.31
Warrant liability aggregate fair value		$ 2,458	$ 4,761
New Fiscal Note
Class Of Warrant Or Right [Line Items]
Exercise price	$ 1.571428
New Fiscal Note | Common Class A | Maximum
Class Of Warrant Or Right [Line Items]
Warrants outstanding	24,750,000
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrant to purchase of common stock shares issued	8,750,000
Warrants outstanding		8,358,964	8,358,964
Warrants exercised		0	0
Shares registered holders acquire from class A common stock		1.571428
Warrants expiration date		Jul. 29, 2027
Public Warrants | Class A Common Stock Equals or Exceeds $11.45 per Share
Class Of Warrant Or Right [Line Items]
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Stock price	$ 11.45
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Public Warrants | Class A Common Stock Equals or Exceeds $6.36 per Share
Class Of Warrant Or Right [Line Items]
Class of warrants, redemption price per unit	$ 0.1
Class of warrants, redemption notice period	30 days
Stock price	$ 6.36
Number of consecutive trading days for determining share price	10 days
Warrants exercisable redemption feature		In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment).
Maximum exercisable per share under redemption feature	$ 0.567
Public Warrants | Common Class A
Class Of Warrant Or Right [Line Items]
Exercise price	$ 7.32
Old FiscalNote Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding		118,700
Exercise price		$ 8.56
Warrant liability aggregate fair value		$ 0	$ 23

XML

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2022	Jul. 27, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation		$ 17,949	$ 27,057
2022 Long-Term Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares issued from outstanding number of shares		5.00%
Increase in share reserve	4,000,000	13,523,734
Stock-based compensation		$ 16,937	24,165
Stock based compensation expense related to acquisition earnouts		$ 306	$ 675
2022 Long-Term Incentive Plan | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares reserved for issuance	10,246	10,246				20,285,600
2022 Long-Term Incentive Plan | Performance Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued				2,673,751
Stock remaining outstanding	1,601,027	1,601,027
2022 Long-Term Incentive Plan | Performance Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued				756,812
Stock remaining outstanding	2,480,757	2,480,757
Unrecognized compensation expense	$ 3,180	$ 3,180
Unrecognized compensation expense recognition period		2 years
2022 Long-Term Incentive Plan | Performance Stock Options and Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		2,565,285	476,902
Aggregate grant date fair value awards issues				$ 7,295
Stock remaining outstanding	11,130,874	11,130,874	9,269,598		9,742,531
Stock-based compensation		$ 24	$ 965
2022 Long-Term Incentive Plan | Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		12,194,112
Stock remaining outstanding	13,347,059	13,347,059
Unrecognized compensation expense	$ 21,061	$ 21,061
Unrecognized compensation expense recognition period		2 years
2022 Long-Term Incentive Plan | Performance Based Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		325,000
Stock remaining outstanding	392,500	392,500
2022 Long-Term Incentive Plan | Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		2,565,285
Stock options outstanding	9,529,847	9,529,847
2022 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued		509,865
Stock-based compensation		$ 280	$ 414
Common stock fair market value		85.00%
2022 Employee Stock Purchase Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee payroll deductions		15.00%
2022 Employee Stock Purchase Plan | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares reserved for issuance	3,886,343	3,886,343
2024 Inducement Plan Grants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation		$ 73
2024 Inducement Plan Grants | Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares reserved for issuance	500,000	500,000
2024 Inducement Plan Grants | Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		300,000
2024 Inducement Plan Grants | Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options issued		200,000

XML

Stock-Based Compensation - Summarizes Activities Related to Stock Options and Performance Stock Units (Details) - Performance Stock Options and Stock Units - 2022 Long-Term Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Beginning balance	9,269,598	9,742,531
Number of shares, Granted	2,565,285	476,902
Number of shares, Exercised	(15,431)	(327,447)
Number of shares, Cancelled and forfeited	(426,409)	(432,441)
Number of shares, Expired	(262,169)	(189,947)
Number of shares, Ending balance	11,130,874	9,269,598	9,742,531
Number of shares, Vested and exercisable	7,569,287	5,425,239
Number of shares, Unvested and expected to vest	3,561,587	3,844,359
Weighted-average exercise price, Beginning balance	$ 3.74	$ 3.82
Weighted-average Grant price, Granted	1.62	3.98
Weighted-average Grant price, Exercised	0.34	1.81
Weighted-average Grant price, Forfeited	4.19	6.55
Weighted-average Grant price, Expired	5.99	3.71
Weighted-average exercise price, Ending balance	3.18	3.74	$ 3.82
Weighted-average exercise price, Vested and exercisable	$ 3.27	$ 3.11
Weighted-average remaining contractual life (years)	5 years 10 months 24 days	6 years 1 month 6 days	7 years 6 months
Vested and Expected to vest, Weighted-average remaining contractual life (years)	4 years 6 months	5 years 1 month 6 days
Aggregate intrinsic value	$ 77	$ 0	$ 24,659

XML

Stock-Based Compensation - Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - Performance Stock Units - 2022 Long-Term Incentive Plan - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	45.49%	45.00%
Expected life (years)	5 years 11 months 15 days	6 years
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.33%	4.18%
Fair value of options	$ 1.56	$ 1.58

XML

Stock-Based Compensation - Summarizes Restricted Stock Unit Activity (Details) - Restricted Stock Unit Activity - 2022 Long-Term Incentive Plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Beginning balance	6,444,107	2,949,731
Number of shares, Granted	12,519,112	6,606,510
Number of shares, Vested	(3,435,947)	(2,532,946)
Number of shares, Cancelled and forfeited	(1,487,713)	(579,188)
Number of shares, Ending balance	14,039,559	6,444,107	2,949,731
Number of shares, Expected to vest	14,039,559	6,444,107
Weighted-average exercise price, Beginning balance	$ 5.38	$ 8.81
Weighted-average Grant price, Granted	1.27	4.42
Weighted-average Grant price, Vested	4.89	7.08
Weighted-average Grant price, Forfeited	2.07	3.46
Weighted-average exercise price, Ending balance	$ 2.19	$ 5.38	$ 8.81
Weighted-average remaining contractual life (years)	1 year	1 year	2 years 8 months 12 days
Aggregate intrinsic value	$ 15,022	$ 7,346	$ 18,672

XML

Transaction Costs, net - Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2024	Dec. 31, 2023
Transaction Costs Gains [Line Items]
Transaction costs related to acquired businesses		$ 0	$ 1,391
Non-capitalizable Business Combination costs		0	415
Change in contingent consideration liabilities		(4)	(2,043)
Contingent compensation (benefit) expense		0	(530)
Total transaction costs	[1]	$ (4)	$ (767)

[1] (1) Amounts include stock-based compensation expenses, as follows:       Years Ended December 31,       2024     2023   Cost of revenues   $ 412     $ 283   Research and development     1,554       1,384   Sales and marketing     1,567       2,057   Editorial     687       400   General and administrative     13,729       22,933  

XML

Earnings (Loss) Per Share - Additional Information (Details)	12 Months Ended
	Dec. 31, 2024
Common Class A
Earnings Per Share Basic [Line Items]
Common stock, number of vote per share	one vote
Common Class B
Earnings Per Share Basic [Line Items]
Common stock, number of vote per share	twenty-five votes

XML

Earnings (Loss) Per Share - Components of Basic and Diluted Earnings (Loss) Per Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net income (loss) used to compute basic income (loss) per share	$ 9,517	$ (115,461)
Net income (loss) used to compute diluted income (loss) per share	$ 9,517	$ (115,461)
Denominator:
Weighted average common stock outstanding, basic	137,280,603	131,400,109
Weighted average common stock outstanding, diluted	137,280,603	131,400,109
Net income (loss) per share, basic	$ 0.07	$ (0.88)
Net income (loss) per share, diluted	$ 0.07	$ (0.88)
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	42,108,738	35,029,935
Anti-dilutive Earnout Awards
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	19,195,100	19,195,100
Employee Stock Option [Member]
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	134,203	979,901
Anti-dilutive Convertible Notes
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	2,652,532	2,305,666
Anti-dilutive Contingently Issuable Shares
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	0	174,468
Anti-dilutive Restricted Stock Units
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	12,170,401	6,393,154
Anti-dilutive GPO Convertible Note
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	6,653,602	5,867,750
Anit-dilutive Dragonfly Convertible Note
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	1,302,900	0
Anti-dilutive Aicel Convertible Notes
Anti-dilutive securities excluded from diluted income (loss) per share:
Total anti-dilutive securities excluded from diluted income (loss) per share:	0	113,896

XML

Provision (Benefit) from Income Taxes - Schedule of Analysis of Income (Loss) from Continuing Operations Before Income Taxes by Domestic and International (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Domestic	$ (13,710)	$ (86,488)
Foreign	23,763	(28,750)
Net income (loss) before income taxes	$ 10,053	$ (115,238)

XML

Provision (Benefit) from Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current taxes
Federal provision	$ 500	$ 80
State provision (benefit)	(67)	55
Foreign provision (benefit)	14	16
Total current provision (benefit)	447	151
Deferred taxes
Federal benefit	9,474	(5,799)
State benefit	3,542	(1,751)
Foreign benefit	166	(3,415)
Valuation allowance	(13,093)	11,037
Total deferred provision (benefit)	89	72
Total provision (benefit) from income taxes	$ 536	$ 223

XML

Provision (Benefit) from Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Parenthetical) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Increase in stock compensation	$ 5,022

XML

Provision (Benefit) from Income Taxes - Schedule of Reconciliation Between U.S. Federal Statutory Income Tax Rate to Estimated Annual Effective Tax (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. Federal provision at statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	6.70%	(0.10%)
Effects of rate other than statutory	(3.80%)	(0.50%)
Interest disallowance	2.30%	(0.20%)
Warrant revaluation	(4.90%)	2.60%
Stock compensation	29.10%	(6.00%)
Impairment from goodwill and other long-lived assets	0.00%	(4.70%)
Sale of Board and Aicel	22.70%	0.00%
Nondeductible Intercompany Payable	16.80%	0.00%
Nondeductible expenses from recapitalization	27.40%	(2.90%)
Change in valuation allowance	(102.70%)	(8.60%)
Uncertain tax positions	(10.00%)	0.00%
Others	0.80%	(0.80%)
Effective tax rate	5.40%	(0.20%)

XML

Provision (Benefit) from Income Taxes - Schedule of Reconciliation Between U.S. Federal Statutory Income Tax Rate to Estimated Annual Effective Tax (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Decrease in stock compensation percentage	3.60%

XML

Provision (Benefit) from Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Benefit from income taxes	$ 536	$ 223
Effective tax rates (as a percent)	5.40%	(0.20%)
U.S. statutory rate	21.00%	21.00%
Lapse in uncertain tax position	$ 639
Net operating loss carryforwards	101,224
Increase in valuation allowance	12,741	$ 16,028
Valuation allowance	69,779	82,520
Capitalization of research and development expense	19,345	23,180
Unrecognized tax benefits	832	639	$ 639
Interest on uncertain tax benefits		$ 80
2014 Ownership Change
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	1,271
Capital Loss Carryforwards
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 48,613
Federal | Research and Development Credit Carry Forwards
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards term	5 years
Federal | U.S.
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 101,224
Net operating loss carryforwards, subject to expiration	$ 1,747
Federal | Minimum | U.S.
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards expiration year	2033
Federal | Maximum | U.S.
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards expiration year	2037
State | U.S.
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 104,734
Net operating loss carryforwards expiration year	2029
Foreign
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 31,418
Net operating loss carryforwards, subject to expiration	$ 3,079
Net operating loss carryforwards expiration year	2031
Foreign | Research and Development Credit Carry Forwards
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards term	15 years

XML

Provision (Benefit) from Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets
Stock compensation	$ 2,373	$ 2,319
Section 163(j) interest limitation	32,477	33,161
Disallowed original issue discount interest	0	1,527
Deferred revenue	4,928	7,143
Reserves and accruals	925	878
Capitalized research and development	9,341	8,541
Lease liability	6,604	7,375
Federal net operating loss carryforward	21,257	31,682
State net operating loss carryforward	6,467	8,559
Foreign net operating loss carryforward	7,101	7,876
Other deferred tax assets	685	898
Total deferred tax assets	92,158	109,959
Deferred tax liabilities
Basis difference in fixed assets	(1,225)	(1,505)
Basis difference in intangibles assets and goodwill	(17,165)	(20,931)
Right of use asset	(3,928)	(4,362)
Other deferred tax liabilities	(1,995)	(2,819)
Total deferred tax liabilities	(24,313)	(29,617)
Valuation allowance	(69,779)	(82,520)
Net deferred tax liabilities	$ (1,934)	$ (2,178)

XML

Provision (Benefit) from Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Parenthetical) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Components of Deferred Tax Assets [Abstract]
Decrease in stock compensation	$ 5,022

XML

Provision (Benefit) from Income Taxes - Summary of Activities Relating to Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Beginning balances	$ 639
Additions due to current year positions	832
Lapses in statutes of limitations	(639)
Ending balances	$ 832

XML

Fair Value Measurements and Disclosures - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Short-term Investments
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 5,796
Fair Value, Recurring Basis | Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	4,836	$ 3,044
Fair Value, Recurring Basis | Short-term Investments
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	5,796	7,134
Fair Value, Recurring Basis | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	1,338	2,591
Fair Value, Recurring Basis | Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	1,120	2,170
Fair Value, Recurring Basis | Contingent Liabilities from Acquisitions
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		130
Fair Value, Recurring Basis | Liability Classified Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		23
Fair Value, Recurring Basis | GPO Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	36,524	36,954
Fair Value, Recurring Basis | Dragonfly Seller Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	8,979	9,002
Fair Value, Recurring Basis | Era Convertivle Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		5,977
Fair Value, Recurring Basis | Level 1 | Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	4,836	3,044
Fair Value, Recurring Basis | Level 1 | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	1,338	2,591
Fair Value, Recurring Basis | Level 2 | Short-term Investments
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	5,796	7,134
Fair Value, Recurring Basis | Level 2 | Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	1,120	2,170
Fair Value, Recurring Basis | Level 3 | Contingent Liabilities from Acquisitions
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		130
Fair Value, Recurring Basis | Level 3 | Liability Classified Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		23
Fair Value, Recurring Basis | Level 3 | GPO Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	36,524	36,954
Fair Value, Recurring Basis | Level 3 | Dragonfly Seller Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 8,979	9,002
Fair Value, Recurring Basis | Level 3 | Era Convertivle Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		$ 5,977

XML

Fair Value Measurements and Disclosures - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Paid in kind interest	$ 7,963	$ 6,060
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change In Fair Value Of Financial Instruments	Change In Fair Value Of Financial Instruments
Level 3 | Contingent Liabilities from Acquisitions
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 130	$ 1,579
Contingent considerations and compensation at acquisition date		1,445
Contingent compensation recognized		337
Change in fair value included in the determination of net loss	(117)	(357)
Earned contingent consideration settled		(281)
Cash contingent compensation earned and subsequently settled	(13)	(39)
Unearned contingent compensation reversal		(1,687)
Unearned contingent consideration reversal		(867)
Ending balance	0	130
Level 3 | Liability Classified Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	23	182
Change in fair value included in the determination of net loss	(23)	(159)
Ending balance	0	23
Level 3 | GPO Convertible Note
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	36,954
Fair value at issuance date		36,583
Change in fair value included in the determination of net loss	2,154	(1,411)
Change in fair value included in accumulated other comprehensive income	(4,443)
Paid in kind interest	3,792	1,782
Note and interest conversion	(1,933)
Ending balance	36,524	36,954
Level 3 | Dragonfly Seller Convertible Notes
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	9,002
Fair value at issuance date		8,635
Change in fair value included in the determination of net loss	425	(673)
Change in fair value included in accumulated other comprehensive income	(1,264)
Paid in kind interest	980	854
Foreign exchange	(164)	186
Ending balance	8,979	9,002
Level 3 | Era Convertible Note
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	5,977
Fair value at issuance date	4,058	5,500
Change in fair value included in the determination of net loss	6,162	477
Note and interest conversion	(16,197)
Ending balance	$ 0	$ 5,977

XML

Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jan. 05, 2024	Dec. 08, 2023	Jun. 30, 2023	Jan. 27, 2023	Jul. 29, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Earned cash contingent compensation other transfer of assets and liabilities between levels			$ 0	$ 0
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized	$ 130,000		0	130,000
Short-term Investments
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets			5,796,000
Non-cash gain (loss) of convertible note			(176,000)
Curate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of shares issued for settlement of contingent consideration	83,393	83,393
Curate | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized	$ 4,000			4,000
GPO Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Non-cash gain (loss) of convertible note			(2,154,000)	1,411,000
Estimated fair value	36,954,000		36,524,000	36,954,000			$ 36,583,000
Convertible note, acquisition fair value							$ 36,583,000
Dragonfly Seller Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized								$ 8,635,000
Non-cash gain (loss) of convertible note			(425,000)	673,000
Estimated fair value of convertible note	9,002,000		8,979,000	9,002,000
Difference between aggregate fair value and unpaid principal balance			4,050,000
Era Convertible Note
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized	5,977,000			5,977,000		$ 5,500,000
Non-cash gain (loss) of convertible note			(3,189,000)
Convertible note, acquisition fair value					$ 801,000
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized									$ 5,688,000
Estimated fair value of warrants	2,591,000		1,338,000	2,591,000
Non-cash gain (loss) in fair value of financial instruments			1,254,000	7,691,000
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business combination, liability recognized									$ 29,259,000
Estimated fair value of warrants	$ 2,170,000		1,120,000	2,170,000
Non-cash gain (loss) in fair value of financial instruments			$ 1,050,000	$ 6,440,000

XML

Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Convertible Notes) (Details)	Dec. 31, 2024 yr USD ($)	Dec. 31, 2023 USD ($) yr
Common Stock Share Price | Dragonfly Seller Convertible Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | $	1.07	1.14
Common Stock Share Price | GPO Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | $	1.07	1.14
Common Stock Share Price | Era Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | $		1.14
Risk Free Rate | Dragonfly Seller Convertible Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	0.0427	0.0392
Risk Free Rate | GPO Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	4.3	3.88
Risk Free Rate | Era Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input		4.17
Yield | Dragonfly Seller Convertible Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	0.195	0.155
Yield | GPO Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	18	14.5
Yield | Era Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input		153.24
Expected Volatility | Dragonfly Seller Convertible Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	0.50	0.50
Expected Volatility | GPO Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input	50	50
Expected Volatility | Era Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input		63
Expected term (Years) | Dragonfly Seller Convertible Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | yr	3.1	4.1
Expected term (Years) | GPO Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | yr	3.5	4.5
Expected term (Years) | Era Convertible Note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible notes measurement input | yr		3.9

XML

Fair Value Measurements and Disclosures - Summary of Contingent Consideration and Compensation Related to Acquisitions (Details) - Level 3 - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition, Contingent Consideration [Line Items]
Total contingent liabilities from acquisitions	$ 0	$ 130,000
Curate
Business Acquisition, Contingent Consideration [Line Items]
Total contingent liabilities from acquisitions		4,000
Equilibrium
Business Acquisition, Contingent Consideration [Line Items]
Total contingent liabilities from acquisitions		112,000
DT Global
Business Acquisition, Contingent Consideration [Line Items]
Total contingent liabilities from acquisitions		$ 14,000

XML

Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Contingent Liabilities) (Details) - Curate	Dec. 31, 2023 yr
Risk Premium
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.11
Risk Free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.054
Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.20
Expected Life (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.3

XML

Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Warrants) (Details) - Last Out Lender Warrants	Dec. 31, 2024 yr	Dec. 31, 2023 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	8.56	8.56
Share Price | Common Stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.07	1.14
Risk-free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	4.22	4.45
Expected Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	59	122
Time to Maturity
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.5	1.6

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 03, 2023	Dec. 31, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Repayment of long term debt		$ 70,808	$ 107
Class A Common Stock
Loss Contingencies [Line Items]
Shares returned on legal settlement	5,881,723

XML

Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands							12 Months Ended
	Mar. 31, 2025	Mar. 25, 2025	Mar. 17, 2025	Feb. 21, 2025	Oct. 31, 2024	Mar. 11, 2024	Dec. 31, 2024	Dec. 31, 2023
Class A Common Stock
Subsequent Event [Line Items]
Common stock par value							$ 0.0001	$ 0.0001
Senior Term Loan
Subsequent Event [Line Items]
Pay down amount					$ 5,000	$ 65,700
Original Maturity Date						Jul. 15, 2027	Jul. 29, 2027
Subsequent Event
Subsequent Event [Line Items]
Percentage of net cash proceeds to exchange investor to applicable principal amount			145.00%
Subsequent Event | Class A Common Stock
Subsequent Event [Line Items]
Common stock par value		$ 0.0001
Subsequent Event | Senior Term Loan | Sold Businesses
Subsequent Event [Line Items]
Pay down amount				$ 27,100
Payment of related prepayment and exit fees				1,800
Subsequent Event | Legacy Notes
Subsequent Event [Line Items]
Carrying value of convertible notes		$ 10,940
Interest rate payable in kind		15.00%
Original Maturity Date		Jul. 31, 2025
Notes, Maturity date, description		The Maturity Date of the Legacy Notes are July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes maybe accelerated upon certain events of default, including a breach of any covenants under the Legacy Notes, the Company becoming party to bankruptcy, liquidation or other reorganization proceedings, or a default or acceleration of repayment under the Company's other indebtedness.Subject to certain limitations, the Amendments permit the Company to convert, at its election and from time to time, up to the Applicable Amount (as defined below) of the Legacy Notes into shares (the “Legacy Conversion Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price based on the volume weighted average market price of the Common Stock for the five consecutive trading day period prior to the date of conversion (the “Conversion Price”). The “Applicable Amount” for purposes of the Company’s conversion right means up to 20% of the outstanding principal amount of the Legacy Notes as of the Amendment Date plus PIK interest through the Original Maturity Date, and the Company may only subsequently exercise its conversion right after all Legacy Conversion Shares previously issued to the Legacy Investors have been sold. Pursuant to the Amendments, the Company also may be required to pay cash or issue additional shares of Common Stock (the “Legacy Additional Shares”) to the Legacy Investors to the extent that the Legacy Investors’ sales of the Legacy Conversion Shares prior to the Original Maturity Date do not generate net cash proceeds to the Legacy Investors equal to the aggregate outstanding principal amount of such Legacy Notes as of the Amendment Date plus (a) all PIK interest that would accrue under the Legacy Notes through the Original Maturity Date and (b) all brokerage fees, costs and expenses in selling the Legacy Conversion Shares (the “Repayment Amount”). Any Legacy Additional Shares would be issued by the Company at the Conversion Price. In addition, if the Legacy Investors’ sales of the Legacy Conversion Shares do not generate net cash proceeds equal to the Repayment Amount by the Original Maturity Date, the interest rate under the Legacy Notes would be increased to 25% per annum (the “Additional Interest”) and the then-outstanding principal amount of the Legacy Notes plus all PIK interest (reduced by the net cash proceeds received by the Legacy Investors from the prior sales of the Legacy Conversion Shares, plus any previous cash payments made by the Company to the Legacy Investors (after payment of all brokerage fees, costs and expenses in selling the Legacy Conversion Shares and/or Additional Shares, if any) would be doubled (the "Maturity Date Repayment Amount Difference” and with the Additional Interest, the “Extended Maturity Date Payment”). The Extended Maturity Date Payment would be due to the Legacy Investors by the Extended Maturity Date, and would be payable in cash or by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Extended Maturity Date Shares”), equal to the quotient produced by dividing the (i) Maturity Date Repayment Amount Difference plus (a) all Additional Interest thereon that would accrue through the Extended Maturity Date and (b) all fees, costs and expenses of the Broker in selling the Extended Maturity Date Shares by (ii) the Conversion Price. If (a) the Legacy Notes remain outstanding until or after the Original Maturity Date, or there is an Extended Maturity Date, and (b) the Company effects a conversion event or a change of control within twelve (12) months after repayment, then (whether or not the Legacy Note has been so repaid) the Legacy Investors shall be entitled to either (i) participate in such conversion event at the conversion price or (ii) to receive the same consideration it would have in the change of control if the Legacy Notes had remained outstanding (less the amount repaid by the Company, if applicable). If the Legacy Investors sell Conversion Shares and/or Additional Shares and the aggregate net cash proceeds in respect thereof received by the Investors equals the Repayment Amount, (a) the Investors shall forfeit the remaining Conversion Shares and/or Additional Shares, as the case may be, and (b) any remaining amount owed in respect of the principal amount and/or accrued interest thereon shall be cancelled. In addition, if the Legacy Investors sell Extended Maturity Date Shares and the aggregate net cash proceeds in respect thereof received by the Legacy Investors equals the Extended Maturity Date Payment, (a) the Legacy Investors shall forfeit the remaining Extended Maturity Date Shares and (b) any remaining amount owed in respect of the Maturity Date Repayment Amount Difference plus Additional Interest thereon that would accrue through the Extended Maturity Date shall be cancelled. The foregoing description of the Legacy Notes and the Amendments does not purport to be complete and is qualified in its entirety by reference to the form of the composite Legacy Note and the form of Amendment, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Subsequent Event | Equity Purchase Agreement
Subsequent Event [Line Items]
Cash deposited into escrow for potential post-Closing purchase price adjustments and indemnification claims	$ 800
Subsequent Event | Factiva Ltd. | Equity Purchase Agreement
Subsequent Event [Line Items]
Consideration received on sale of equity	$ 40,000			$ 40,000
Subsequent Event | EGT 11 LLC | Class A Common Stock
Subsequent Event [Line Items]
Shares issued			2,596,050
Subsequent Event | EGT 11 LLC | Senior Subordinated Convertible Promissory Note | Initial Principal Amount
Subsequent Event [Line Items]
Principal			$ 5,500
Subsequent Event | EGT 11 LLC | Senior Subordinated Convertible Promissory Note | Subsequent Principal Amount
Subsequent Event [Line Items]
Principal			$ 269,000
Subsequent Event | Northland Securities, Inc. | Class A Common Stock
Subsequent Event [Line Items]
Shares issued			300,000