424B3 1 tm2132074-70_424b3.htm 424B3 tm2132074-70_424b3 - none - 145.125548s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-261483
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
DUDDELL STREET ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
149,063,848 SHARES OF CLASS A COMMON STOCK, 8,179,624 SHARES OF CLASS B COMMON
STOCK, 13,750,000 REDEEMABLE WARRANTS AND
13,750,000 SHARES OF CLASS A COMMON STOCK UNDERLYING REDEEMABLE WARRANTS
OF
DUDDELL STREET ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF
DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH
WILL BE RENAMED “FISCALNOTE HOLDINGS, INC.” IN CONNECTION WITH THE BUSINESS
COMBINATION DESCRIBED HEREIN
On November 7, 2021, the board of directors of Duddell Street Acquisition Corp. (the “DSAC Board”), a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (“DSAC,” “we,” “us” or “our”), approved an Agreement and Plan of Merger, dated November 7, 2021, by and among DSAC, Grassroots Merger Sub, Inc., a wholly owned subsidiary of DSAC (“Merger Sub”), and FiscalNote Holdings, Inc. (“FiscalNote”) (as it may be amended and/or restated from time to time, including by the First Amendment to Agreement and Plan of Merger, dated May 9, 2022 (the “First Amendment”), the “Business Combination Agreement”), copies of which are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively. If the Business Combination Agreement is approved and adopted by DSAC’s shareholders and other closing conditions contemplated by the Business Combination Agreement are satisfied, DSAC intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), pursuant to which DSAC’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”), and, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the DGCL, Merger Sub will merge with and into FiscalNote, with FiscalNote surviving the merger as a wholly owned subsidiary of DSAC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, DSAC will be renamed “FiscalNote Holdings, Inc.” As used herein, “New DSAC” refers to DSAC after the Domestication but prior to consummation of the Business Combination and “New FiscalNote” refers to DSAC after consummation of the Business Combination.
In connection with the Domestication, (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “DSAC Class A ordinary share”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “DSAC Class B ordinary share”), of DSAC will be converted into one share of Class A common stock, par value $0.0001 per share, of New DSAC (the “New DSAC Class A Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of DSAC will automatically represent the right to purchase one share of New DSAC Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement, dated October 28, 2020, between DSAC and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agreement”); and (iii) the governing documents of DSAC will be amended and restated and become the certificate of incorporation and the bylaws of New DSAC, copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of DSAC that has not been previously separated into the underlying Class A ordinary shares of DSAC and the underlying warrants of DSAC prior to the Domestication will be canceled and will entitle the holder thereof to one share of New DSAC Class A Common Stock and one-half of one warrant representing the right to purchase one share of New DSAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.
At the closing of the Business Combination (the “Closing”), at least one day following the consummation of the Domestication, Merger Sub will merge with and into FiscalNote (the “Merger”), with FiscalNote as the surviving company in the Merger and, after giving effect to the Merger, FiscalNote will be a wholly owned direct subsidiary of New FiscalNote (the time at which the Merger becomes effective being

referred to as the “Effective Time”). The principal executive offices of the post-Business Combination company will be located in Washington, D.C. We are not, and will not, undertake an initial business combination with any entity with principal business operations in mainland China, Hong Kong, or Macau. DSAC’s IPO proceeds are in a trust account located in the United States.
Under the Business Combination Agreement, DSAC has agreed to acquire all of the issued and outstanding shares of FiscalNote, other than dissenting shares, in exchange for Per Share Merger Consideration (as defined below) in the form of common stock of New FiscalNote (“New FiscalNote common stock”), plus Per Share Earnout Consideration (as defined below) subject to each Triggering Event (as defined below). FiscalNote stockholders will receive consideration in the form of shares of Class A common stock of New FiscalNote (“New FiscalNote Class A common stock”) and/or Class B common stock of New FiscalNote (“New FiscalNote Class B common stock”), as determined in accordance with the Business Combination Agreement. Following the Domestication and immediately prior to the consummation of the Business Combination, the holders of DSAC Class A ordinary shares that do not elect to redeem their shares will receive a distribution of 0.57 shares of New FiscalNote Class A common stock for each share of New DSAC Class A Common Stock received in the Domestication (the “Bonus Shares”). In addition, unlike other business combinations in which issuances of bonus shares are contemplated, certain affiliates of the Sponsor will also receive an issuance of 0.57 Bonus Shares of New FiscalNote Class A common stock for each share of New DSAC Class A Common Stock they subscribe for pursuant to the Backstop Agreement described herein. Given that the Sponsor has agreed not to redeem DSAC ordinary shares held by it pursuant to that certain letter agreement executed in connection with DSAC’s IPO, the receipt of the Bonus Shares by affiliates of the Sponsor, including the Backstop Parties, will not incentivize the Sponsor or its affiliates, including the Backstop Parties, not to redeem.
DSAC and FiscalNote currently do not have any operations in mainland China. Accordingly, notwithstanding that the Sponsor is located in Hong Kong and a majority of DSAC’s executive officers are located in or have significant ties to Hong Kong prior to the completion of the Business Combination, the laws and regulations of the People’s Republic of China (‘‘PRC’’) do not currently have any impact on DSAC’s business, financial condition and results of operations because, pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC are not applied in Hong Kong, except for those listed in Annex III of the Basic Law, which are confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong.
If certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on us, including our ability to continue our Business Combination or seek another target company, any of which may cause the value of our securities to significantly decline or become worthless. For example, if the PRC Data Security Law were to apply to us, we could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC. Similarly, if the Measures for Cybersecurity Review issued by 13 Chinese governmental authorities lead by the Cyberspace Administration of China (the “Cybersecurity Review Measures”) on December 28, 2021, which relates to data security and overseas listing of mainland Chinese businesses, were to apply to us because we have Hong Kong exposure, we may be required to apply for a cybersecurity review by the Cybersecurity Review Office of the PRC prior to completing our Business Combination. As DSAC, FiscalNote and their affiliated entities do not have any operations in mainland China and have not been engaged in any data activities that affect or may affect the national security of the PRC, we believe, based on our inquiries with Fangda Partners, our PRC legal advisor, none of DSAC, FiscalNote, or any of their affiliated entities is required to obtain any approval or permission from the China Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC) or any other PRC governmental authority as of the date of this proxy statement/prospectus to consummate the Business Combination or issue the securities being registered to investors outside of the PRC pursuant to this proxy statement/prospectus. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If it is determined in the future that the approvals or permissions of the CSRC, the CAC or any other government authorities are required for consummation of the Business Combination, and we or New FiscalNote do not receive or maintain such approval, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we or New FiscalNote may face sanctions by the CSRC, the CAC or other PRC government authorities. These government authorities may impose fines and penalties on us, limit our operations in China, or take other actions that could have a material adverse effect on our business, financial

condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to suspend or terminate the Business Combination before the Closing. Consequently, if you engage in market trading or other activities in anticipation of and prior to the Closing, you do so at the risk that the Business Combination may not occur.
In addition, while we believe that the recent statements or regulatory actions by the relevant agencies of the PRC government, including those in relation to the PRC Data Security Law, the Cybersecurity Review Measures, the PRC Personal Information Protection Law and variable interest entities, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, should not have any material adverse impact on us, FiscalNote’s post-Business Combination operations, the value of our securities, or our ability to offer or continue to offer securities to investors, there is no guarantee that will continue to be the case or that the PRC government will not seek to intervene or influence our operations at any time. Should such statements or regulatory actions apply to a company such as us in the future, it would likely have a material adverse impact on our business, financial condition and results of operations, our ability to accept foreign investments and our ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may cause the value of our securities, including our units, shares and warrants, to significantly decline or become worthless. We cannot predict the extent of such impact if such events were to occur. See “Risk Factors  —  Risks Related to DSAC — Risks Related to DSAC’s Location in Hong Kong.
“Per Share Merger Consideration” means: (i) with respect to shares of Class A common stock of FiscalNote (“FiscalNote Class A common stock”) and shares of preferred stock of FiscalNote (“FiscalNote preferred stock”) immediately prior to the Effective Time, a number of shares of New FiscalNote Class A common stock equal to the Exchange Ratio (as hereinafter defined) and (ii) with respect to shares of Class B common stock of FiscalNote (“FiscalNote Class B common stock” and, together with the FiscalNote Class A common stock, “FiscalNote common stock”) immediately prior to the Effective Time, a number of shares of New FiscalNote Class B common stock equal to the Exchange Ratio. “Exchange Ratio” means the quotient obtained by dividing (i) the Per Share Equity Value by (ii) $10.00 per share. “Per Share Equity Value” means the quotient obtained by dividing (i) the Company Value (as defined in the Business Combination Agreement), by (ii) the Company Shares Outstanding (as defined in the Business Combination Agreement).
At the Effective Time, all of the warrants to purchase FiscalNote Class A common stock or FiscalNote preferred stock that are outstanding and unexercised immediately prior to the Effective Time (“FiscalNote Warrants”) will be deemed automatically exercised and converted into the right to receive (such right, a “New FiscalNote Warrant”) (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying the vested portion of the FiscalNote Warrant, multiplied by (B) (x) the Per Share Equity Value less (y) the per share exercise price of such FiscalNote Warrant, minus (C) the applicable withholding taxes relating to the deemed exercise of such FiscalNote Warrant (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement, in each case without interest.
At the Effective Time, all of the subordinated convertible promissory notes issued by FiscalNote that have not converted by their own terms in connection with the transaction and are outstanding and unexercised immediately prior to the Effective Time (“FiscalNote Convertible Notes”) will be automatically assumed and converted into a convertible note issued by New FiscalNote, with a right of conversion into shares of New FiscalNote Class A common stock.
At the Effective Time, all of the options exercisable for FiscalNote Class A common stock (each, a “FiscalNote Option”) that are outstanding and unexercised immediately prior to the Effective Time will be automatically assumed and converted into a stock option (each, a “Converted Option”) to purchase shares of New FiscalNote Class A common stock. Each such Converted Option as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such FiscalNote Option immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for (I) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote Class A common stock subject to such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded

down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement; provided that the exercise price and the number of shares of FiscalNote Class A common stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of applicable laws and regulations.
At the Effective Time, all of the vested restricted stock units to acquire shares of FiscalNote Class A common stock (“Vested FiscalNote RSUs”) outstanding immediately prior to the Effective Time will be automatically deemed settled and converted into the right to receive (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying such Vested FiscalNote RSU, multiplied by (B) the Per Share Equity Value, minus (C) the applicable withholding taxes relating to the deemed settlement of such Vested FiscalNote RSU (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement.
At the Effective Time, all of the unvested restricted stock units to acquire shares of FiscalNote Class A common stock (“Unvested FiscalNote RSUs”) outstanding immediately prior to the Effective Time will be automatically assumed and converted into a restricted stock unit (each, a “Converted RSU”) of shares of New FiscalNote Class A common stock. Each such Converted RSU as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Unvested FiscalNote RSU immediately before the Effective Time (including vesting (if applicable) and payment provisions), except that, as of the Effective Time, each such Converted RSU as so assumed and converted shall be settled for (i) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote common stock subject to such Unvested FiscalNote RSU immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares and (ii) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement.
As described above, the Business Combination Agreement contemplates that (i) (a) the holders of FiscalNote common stock, FiscalNote Warrants and Vested FiscalNote RSUs outstanding immediately prior to the Effective Time and (b) holders of FiscalNote Options that are vested (“Vested FiscalNote Options”) and unexercised immediately before the Effective Time, holders of FiscalNote Options that are unvested (“Unvested FiscalNote Options”) and that hold related Converted Options that are vested as of such Triggering Event and holders of Unvested FiscalNote RSUs that hold related Converted RSUs that are vested as of such Triggering Event, will collectively be entitled to receive the Per Share Earnout Consideration, and (ii) holders of Unvested FiscalNote Options that are unexercised, issued and outstanding and holders of Unvested FiscalNote RSUs outstanding, in each case as of immediately prior to the Effective Time, shall be issued restricted stock units in respect of one share of New FiscalNote Class A common stock (“Earnout RSUs”) upon the occurrence of a Trigging Event to the extent the Converted Option related to such Unvested FiscalNote Option or the Converted RSU related to such Unvested FiscalNote RSU is outstanding and unvested as of the occurrence of a Triggering Event, in each case during the five years after the closing date of the Business Combination (the “Earnout Period”) and based on the conditions below (collectively, the “Triggering Events”):

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq (as defined below) is greater than or equal to $10.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $12.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $15.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $20.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period; and


the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $25.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period.
For illustrative purposes, up to 95,931,668 shares of New FiscalNote capital stock are estimated to be issued in connection with the Business Combination, consisting of (a) 87,752,044 shares of New FiscalNote Class A common stock and (b) 8,179,624 shares of New FiscalNote Class B common stock. Up to 10,265,804 shares of New FiscalNote Class A common stock are estimated to be reserved for issuance upon exercise or settlement of options and RSUs of New FiscalNote issued and outstanding immediately following the consummation of the Business Combination. Additionally, up to 19,171,000 shares of New FiscalNote Class A common stock (including shares reserved for issuances upon settlement of Earnout RSUs) are estimated to be issued as earnout consideration pursuant to the Business Combination upon occurrence of the Triggering Events.
The foregoing numbers of New FiscalNote securities to be issued in connection with the Business Combination were based on an Exchange Ratio calculated as the quotient of (A) the sum of $1 billion (the Company Value as defined in the Business Combination Agreement) plus the aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants (assumed to be approximately 11.0 million), divided by (B) the total number of issued and outstanding FiscalNote shares (assumed to be 85,918,941), taking into account the total number of shares issued or issuable as a result of any exercise or conversion of all FiscalNote equity securities outstanding immediately prior to Closing, divided by $10.00. As of April 27, 2022, the Exchange Ratio is expected to be approximately 1.17.
If the Converted Option or Converted RSU related to such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable, is forfeited after the Effective Time but prior to such Triggering Event, no Earnout RSUs will be issued for such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro rata to the other holders of Converted Options and Converted RSUs then outstanding with holders of vested Converted Options and Converted RSUs receiving Earnout RSU Shares and holders of unvested Converted Options and Converted RSUs receiving Earnout RSUs that vest pro rata in accordance with the remaining vesting schedule of the underlying unvested Converted Option or Converted RSU.
“Per Share Earnout Consideration” means, with respect to each Triggering Event, a number of shares of New FiscalNote common stock equal to (i) the number of shares of New FiscalNote Class A common stock equal to 3% of the number of shares of New FiscalNote common stock outstanding immediately after Closing, divided by (ii) the sum of (A) the Company Shares Outstanding, plus (B) the number of shares of FiscalNote common stock issued or exercisable upon the exercise of all Unvested FiscalNote Options and settlement of Unvested FiscalNote RSUs as of immediately prior to the Closing (excluding any such Unvested FiscalNote Options and Unvested FiscalNote RSUs to the extent the applicable Earnout RSUs issued with respect to such Unvested FiscalNote Option or Unvested FiscalNote RSU has been forfeited prior to such Triggering Event).
The number of Earnout RSUs issued with respect to each Unvested FiscalNote Option shall be equal to (i) Per Share Earnout Consideration, multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote Option (assuming payment in cash of the exercise price of such Unvested FiscalNote Option), multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted Option that are unvested as of the Triggering Event. The number of Earnout RSUs issued with respect to each Unvested FiscalNote RSU shall be equal to the (i) Per Share Earnout Consideration, multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote RSU, multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted RSU that are unvested as of the Triggering Event.
Shares of New FiscalNote Class B common stock will have the same economic terms as shares of New FiscalNote Class A common stock, except that shares of New FiscalNote Class A common stock will have one vote per share and shares of New FiscalNote Class B common stock will have twenty-five (25) votes per share. FiscalNote stockholders, which will be FiscalNote Co-Founders Timothy (Tim) Hwang and Gerald Yao, holding New FiscalNote Class B common stock will hold approximately 6.4% of the common stock of New FiscalNote outstanding immediately following the consummation of the Business Combination, representing approximately 63.1% of the voting power in New FiscalNote. Each share of New FiscalNote Class B common stock will convert into one share of New FiscalNote Class A common stock (i) at the

election of the holder or (ii) (a) by virtue of the transfer of such share of New FiscalNote Class B common stock to a person other than a Permitted Transferee (as defined in the proposed certificate of incorporation of New DSAC), (b) upon the death or permanent disability of holders of such share of New FiscalNote Class B common stock, (c) upon the date specified by the affirmative vote of the holders of more than fifty percent (50%) of the then-outstanding shares of New FiscalNote Class B common stock, voting as a separate class, and (d) upon the date that is seven (7) years from the effective time of the Proposed Charter.
The total number of shares of New FiscalNote Class A common stock expected to be issued at the Closing is approximately 119.6 million. The total number of shares of New FiscalNote Class B common stock expected to be issued at the Closing is approximately 8.2 million. Holders of shares of FiscalNote capital stock will hold approximately 75.1% of the issued and outstanding shares of New FiscalNote common stock immediately following the Closing.
The issuances of the Bonus Shares at the Closing will trigger adjustments to the outstanding warrants pursuant to Section 4.1.1 of the Warrant Agreement. Each warrant (including warrants held by the Sponsor and its affiliates) will be adjusted to 1.571 warrants in proportion to the 10,000,000 increase in the outstanding shares of New FiscalNote Class A common stock as a result of the issuances of the Bonus Shares and the exercise price of each warrant will be adjusted to $7.32 per share.
Immediately following the Closing, assuming a 50% redemption level, the exercise of all currently outstanding DSAC warrants, and all Vested FiscalNote Options and Unvested FiscalNote Options at Closing, (i) holders of New FiscalNote Class A common stock unaffiliated with the Sponsor are expected to hold approximately 73.0% of the common stock of New FiscalNote in the aggregate (including approximately 10.3 million Vested FiscalNote Options and Unvested FiscalNote Options outstanding as of the Closing), representing approximately 33.1% of the total voting power in New FiscalNote, (ii) DSAC’s current public shareholders are expected to hold approximately 13.0% of the common stock of New FiscalNote in the aggregate (including approximately 3,857,000 Bonus Shares), representing approximately 5.9% of the total voting power in New FiscalNote, (iii) holders of shares of New FiscalNote Class B common stock, which will be held by FiscalNote Co-Founders, Tim Hwang and Gerald Yao, are expected to hold approximately 5.0% of the common stock of New FiscalNote in the aggregate, representing approximately 56.9% of the total voting power in New FiscalNote, and (iv) the Sponsor and its affiliates, including Maso Capital Investments Limited and Blackwell Partners LLC — Series A and Star V Partners LLC and their permitted assigns (collectively, the “Backstop Parties”), are expected to hold approximately 22.0% of the common stock of New FiscalNote in the aggregate (including approximately 6,143,000 Bonus Shares), representing approximately 10.0% of the total voting power in New FiscalNote.
Accordingly, immediately following the consummation of the Business Combination, where a majority or plurality vote is required, as applicable, Tim Hwang and Gerald Yao, as holders of shares of New FiscalNote Class B common stock, 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), 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. See “Risk Factors —  Risks Related to the Ownership of New FiscalNote’s Class A Common Stock — Immediately following the consummation of the Business Combination, only our Co-Founders will be entitled to hold shares of New FiscalNote Class B common stock, which shares will have twenty-five (25) votes per share. This will limit or preclude 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.”
The level of redemptions and potential exercise of outstanding DSAC warrants by the Sponsor and its affiliates, including the Backstop Parties, and DSAC’s public shareholders will also impact the percentage stock ownership and voting power in New FiscalNote of the Sponsor and its affiliates on the one hand and the other holders of New FiscalNote Class A common stock on the other hand. For example, depending on the level of redemptions, whether the Sponsor and its affiliates or DSAC’s public shareholders exercise any of their outstanding DSAC warrants and whether FiscalNote option holders exercise any of their Vested FiscalNote Options or Unvested FiscalNote Options, (i) the Sponsor and its affiliates, including the Backstop Parties, could hold between 7.4% and 30.5% of New FiscalNote’s outstanding common stock immediately following consummation of the Business Combination, or between 3.2% and 13.3%, respectively, of the voting power in New FiscalNote and (ii) holders of New FiscalNote Class A common stock unaffiliated with the

Sponsor could hold between 64.1% and 87.1% of New FiscalNote’s outstanding common stock immediately following consummation of the Business Combination, or between 28.0% and 37.5%, respectively, of the voting power in New FiscalNote.
DSAC’s units, Class A ordinary shares and public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “DSACU,” “DSAC” and “DSACW,” respectively. DSAC intends to list the New FiscalNote Class A common stock and warrants on the New York Stock Exchange (the “NYSE”) under the symbol ‘‘NOTE’’ and ‘‘NOTEW,’’ respectively, upon the Closing. New FiscalNote will not have units traded following the Closing.
DSAC will hold an extraordinary general meeting of shareholders (the “Special Meeting”) to consider and vote upon matters relating to the Business Combination. DSAC cannot complete the Business Combination unless DSAC’s shareholders consent to the Business Combination Agreement and the transactions contemplated thereby. DSAC is sending you this proxy statement/prospectus to ask you to vote in favor of the Business Combination Agreement and the other matters described in this proxy statement/prospectus.
Unless adjourned, the Special Meeting will be held at 9:00 a.m., New York City time, on July 27, 2022. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of DSAC, the physical location of the Special Meeting shall be at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, or you or your proxyholder will be able to attend and vote at the Special Meeting online by visiting www.cstproxy.com/dsac/2022 and using a control number assigned by Continental. To register and receive access to the Special Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. It also contains or references information about DSAC and New FiscalNote and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 57 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.
If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling 800-662-5200, or banks and brokers can call collect at 203-658-9400, or by emailing DSAC.info@investor.morrowsodali.com. This notice of extraordinary general meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at www.cstproxy.com/dsac/2022.
Neither the Securities and Exchange Commission (the “SEC”) nor any state or other securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated July 5, 2022 and is first being mailed to shareholders of DSAC on or about July 5, 2022.

 
DUDDELL STREET ACQUISITION CORP.
8/F Printing House
6 Duddell Street
Hong Kong
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JULY 27, 2022
TO THE SHAREHOLDERS OF DUDDELL STREET ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC,” “we,” “us” or “our”), will be held at 9:00 a.m., New York City time, on July 27, 2022 at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, NY 10017, or virtually via live webcast at www.cstproxy.com/dsac/2022. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The Business Combination Proposal (conditioned on the approval and adoption of the other condition precedent proposals) — to consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, the Agreement and Plan of Merger, dated as of November 7, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, including by the First Amendment to Agreement and Plan of Merger, dated May 9, 2022, the “Business Combination Agreement”), copies of which are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, by and among DSAC, Grassroots Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of DSAC (“Merger Sub”), and FiscalNote Holdings, Inc., a Delaware corporation (“FiscalNote”), pursuant to which, among other things, DSAC will be domesticated as a Delaware corporation and, promptly thereafter, Merger Sub will merge with and into FiscalNote, with FiscalNote surviving the merger as a wholly owned subsidiary of DSAC (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);
(b)
Proposal No. 2 — The Domestication Proposal (conditioned on the approval and adoption of the other condition precedent proposals) — to consider and vote upon a proposal to approve, by way of special resolution in accordance with Article 185 of DSAC’s amended and restated articles of association, assuming the Business Combination Proposal is approved and adopted, the transfer of DSAC by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and, immediately upon being de-registered in the Cayman Islands, continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (we refer to such proposal as the “Domestication Proposal”);
(c)
Proposal No. 3 — The Governing Documents Proposal (conditioned on the approval of the other Condition Precedent Proposals) — to consider and vote upon a proposal to approve and adopt, by way of special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed certificate of incorporation of DSAC (the “Proposed Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B, and the proposed bylaws of DSAC (the “Proposed Bylaws”), a copy of which is attached to this proxy statement/prospectus as Annex C, which together will replace DSAC’s amended and restated memorandum and articles of association, dated October 22, 2020 (the “Current Charter”), and will become effective upon the completion of the Domestication in connection with the closing of the Business Combination (the “Closing”) (we refer to such proposal as the “Governing Documents Proposal”);
(d)
Proposal No. 4 — The Advisory Governing Documents Proposals (not conditioned on the approval and adoption of any of the condition precedent proposals) — to consider and vote upon separate proposals to approve by way of a special resolution, on a nonbinding advisory basis, the following
 

 
material differences between the Proposed Charter and Proposed Bylaws and the Current Charter, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals (we refer to such proposals as the “Advisory Governing Documents Proposals”);
(i)
Advisory Governing Documents Proposal A — Under the Proposed Charter, New FiscalNote will be authorized to issue 1,809,000,000 shares of capital stock, consisting of (i) 1,709,000,000 shares of common stock, including 1,700,000,000 shares of New FiscalNote Class A common stock, par value $0.0001 per share (“New FiscalNote Class A common stock”), 9,000,000 shares of New FiscalNote Class B common stock, par value $0.0001 per share (“New FiscalNote Class B common stock”), and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes DSAC to issue 201,000,000 capital shares, consisting of (i) 200,000,000 ordinary shares, including 180,000,000 DSAC Class A ordinary shares, par value $0.0001 per share, and 20,000,000 DSAC Class B ordinary shares, par value $0.0001 per share, and (ii) 1,000,000 preference shares, par value $0.0001 per share;
(ii)
Advisory Governing Documents Proposal B — Holders of shares of New FiscalNote Class A common stock will be entitled to cast one vote per share of New FiscalNote Class A common stock on each matter properly submitted to New FiscalNote’s stockholders entitled to vote, and holders of shares of New FiscalNote Class B common stock will be entitled to cast twenty-five (25) votes per share of New FiscalNote Class B common stock on each matter properly submitted to New FiscalNote’s stockholders entitled to vote, except as otherwise expressly provided in the Proposed Charter or required by applicable law, as opposed to each DSAC Class A ordinary share and DSAC Class B ordinary share being entitled to one vote per share on each matter properly submitted to DSAC’s shareholders entitled to vote;
(iii)
Advisory Governing Documents Proposal C — Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors constituting the New FiscalNote board of directors (the “New FiscalNote Board”) shall be fixed from time to time by the New FiscalNote Board; provided, that unless otherwise approved by the Requisite Stockholder Consent, the number of the directors shall be no less than five (5) and shall not exceed twelve (12). “Requisite Stockholder Consent” means (i) prior to the Voting Threshold Date, the consent of the holders of a majority in voting power of the shares of capital stock of New FiscalNote entitled to vote, and (ii) on and after the Voting Threshold Date, the consent of the holders of two-thirds (2/3) of the voting power of the shares of capital stock of New FiscalNote then entitled to vote. “Voting Threshold Date” means the first date on which the issued and outstanding shares of New FiscalNote Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock of New FiscalNote entitled to vote;
(iv)
Advisory Governing Documents Proposal D — (i) The number of authorized shares of New FiscalNote Class A common stock and New FiscalNote Class B common stock may be increased by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New FiscalNote entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), (ii) the number of authorized shares of New FiscalNote Class A common stock or New FiscalNote preferred stock may be decreased (but not below the number of shares thereof then outstanding or, in the case of the New FiscalNote Class A common stock, the number of shares of New FiscalNote Class A common stock reserved for issuance upon the conversion of shares of New FiscalNote Class B common stock) by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New FiscalNote entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and (iii) the number of authorized shares of New FiscalNote Class B common stock may be decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the voting power of all of the outstanding shares of New FiscalNote Class B common stock, as opposed to DSAC requiring an increase in share capital by ordinary resolution;
 

 
(v)
Advisory Governing Documents Proposal E — Authorization of all other changes in the Proposed Charter and the Proposed Bylaws, including (1) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for certain other stockholder litigation, in each case unless New FiscalNote expressly consents in writing to the selection of an alternative forum and (2) removing certain provisions related to DSAC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination; and
(vi)
Advisory Governing Documents Proposal F — Authorization of an amendment to the Proposed Charter in order to change the corporate name of “Duddell Street Acquisition Corp.” to “FiscalNote Holdings, Inc.” in connection with the consummation of the Business Combination.
(e)
Proposal No. 5 — The Director Election Proposal (conditioned on the approval and adoption of the other condition precedent proposals) —  to consider and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Governing Documents Proposal are approved and adopted, the election of 10 out of a board of 11 directors who, upon consummation of the Business Combination, will constitute all the members of the board of directors of New FiscalNote, each to serve for a term as set forth under the Proposed Charter or until such director’s earlier death, resignation, retirement, or removal (we refer to such proposal as the “Director Election Proposal”);
(f)
Proposal No. 6 — The Stock Issuance Proposal (conditioned on the approval and adoption of the other condition precedent proposals) — to consider and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal and the election of each director nominee pursuant to the Director Election Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New FiscalNote Class A common stock pursuant to the terms of the Business Combination Agreement, and (y) shares of New DSAC Class A Common Stock to be issued pursuant to the Backstop Agreement (as defined herein), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to such proposal as the “Stock Issuance Proposal”);
(g)
Proposal No. 7 — The Long-Term Incentive Plan Proposal (conditioned on the approval and adoption of the other condition precedent proposals) — to consider and vote upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the election of each director nominee pursuant to the Director Election Proposal and the Stock Issuance Proposal are approved and adopted, the 2022 Long-Term Incentive Plan (the “2022 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the 2022 Plan (we refer to such proposal as the “Incentive Plan Proposal”);
(h)
Proposal No. 8 — The ESPP Proposal (conditioned on the approval and adoption of the other condition precedent proposals) — to consider and vote upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the election of each director nominee pursuant to the Director Election Proposal, the Stock Issuance Proposal and the Long-Term Incentive Plan Proposal are approved and adopted, the Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the ESPP (we refer to such proposal as the “ESPP Proposal”); and
(i)
Proposal No. 9 — The Adjournment Proposal (not conditioned on the approval of any other proposal) — to consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the election of any director nominee pursuant to the Director Election Proposal, the
 

 
Stock Issuance Proposal, the Long-Term Incentive Plan Proposal and the ESPP Proposal (together, the “Condition Precedent Proposals”) would not be duly approved and adopted by our shareholders or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to such proposal as the “Adjournment Proposal”).
Only holders of record of DSAC Class A ordinary shares and DSAC Class B ordinary shares (collectively, “DSAC ordinary shares”) at the close of business on June 23, 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting (and only such holders of DSAC Class B ordinary shares are entitled to vote on the election of each director nominee pursuant to the Director Election Proposal).
We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, DSAC’s board of directors (the “DSAC Board”) has determined that each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, election of each director nominee pursuant to the Director Election Proposal, the Stock Issuance Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of DSAC and its shareholders and unanimously recommends that you, and in the case of the Director Election Proposal, the holders of DSAC Class B ordinary shares, vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of DSAC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of DSAC and its shareholders and what they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of DSAC’s Directors and Officers and Others in the Business Combination in the proxy statement/prospectus for further discussion.
Under the Business Combination Agreement, the approval of the Condition Precedent Proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The approval of each condition precedent proposal is conditioned on the approval of all of the other Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Advisory Governing Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal.
In connection with DSAC’s initial public offering (the “IPO”), Duddell Street Holdings Limited, a Delaware limited liability company (our “Sponsor”), and DSAC’s officers and directors at the time of the IPO entered into a letter agreement (the “DSAC Letter Agreement”) to vote their DSAC Class B ordinary shares purchased prior to the IPO (the “Founder Shares”), as well as DSAC Class A ordinary shares sold as part of the units by us in the IPO (the “public shares”) purchased by them during or after the IPO, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our Sponsor and other initial shareholders own approximately 38% of our total outstanding shares.
 

 
Pursuant to the Current Charter, a holder of public shares (a “public shareholder”) may request that DSAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public shareholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to 5:00 p.m., New York City time, on July 25, 2022, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental, DSAC’s transfer agent (the “transfer agent”), that DSAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).
Pursuant to the terms of the Business Combination Agreement, in connection with the Domestication, on the Closing Date prior to the Effective Time, each issued and outstanding DSAC Class A ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock and each issued and outstanding DSAC Class B ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock. In addition, following the Domestication and immediately prior to the consummation of the Business Combination, the holders of DSAC Class A ordinary shares that do not elect to redeem their shares will receive a distribution of 0.57 shares of New FiscalNote Class A common stock for each share of New DSAC Class A Common Stock received in the Domestication.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of their public shares whether or not they vote for the Business Combination Proposal. If the Business Combination is not consummated, public shares will not be redeemed for cash, even if their holders have properly exercised redemption rights with respect to such public shares. If the Business Combination is consummated and a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that DSAC instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting—Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. In addition, we have entered into a Backstop Agreement, dated as of November 7, 2021, with certain affiliates of the Sponsor in connection with the signing of the Business Combination Agreement, pursuant to which certain affiliates of the Sponsor have agreed, subject to the other terms and conditions included therein, at the Closing, to subscribe for New DSAC Class A Common Stock in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount of up to $175,000,000 and such Sponsor affiliates will also receive a bonus issuance of 0.57 shares of New FiscalNote Class A common stock for
 

 
each share of New DSAC Class A Common Stock they subscribe for pursuant to the Backstop Agreement. Accordingly, the Business Combination may be consummated and the amount of funds in the Trust Account will remain unchanged due to commitment of the Sponsor and its affiliates under the Backstop Agreement even though the number of public shares and public shareholders are reduced as a result of redemptions by public shareholders.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Subject to approval by DSAC shareholders of the Business Combination Proposal, the Domestication Proposal, and the Governing Documents Proposal, at the Closing, we will adopt a dual-class stock structure, composed of New FiscalNote Class A common stock, which will carry one vote per share and New FiscalNote Class B common stock, which will carry twenty-five (25) votes per share. The New FiscalNote Class B common stock will have the same economic terms as the New FiscalNote Class A common stock. Upon the Closing, all stockholders of New FiscalNote will hold only shares of New FiscalNote Class A common stock, except for Tim Hwang and Gerald Yao, who will hold shares of New FiscalNote Class B common stock. Immediately following the Closing and assuming no exercise of currently outstanding DSAC warrants, by virtue of their holdings of New FiscalNote Class B common stock, the FiscalNote Co-Founders, Tim Hwang and Gerald Yao, are expected to hold approximately 6.4% of the issued and outstanding common stock of New FiscalNote in the aggregate, representing approximately 63.1% of the total voting power in New FiscalNote. Accordingly, where a majority or plurality vote is required, as applicable, Tim Hwang and Gerald Yao, as holders of shares of New FiscalNote Class B common stock, 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) 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. See “Risk Factors — Risks Related to the Ownership of New FiscalNote’s Class A Common Stock — Immediately following the consummation of the Business Combination, only our Co-Founders will be entitled to hold shares of New FiscalNote Class B common stock, which shares will have twenty-five (25) votes per share. This will limit or preclude 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.”
The issuances of the Bonus Shares at the Closing will trigger adjustments to the outstanding warrants pursuant to Section 4.1.1 of the Warrant Agreement. Each warrant (including warrants held by the Sponsor and its affiliates) will be adjusted to 1.571 warrants in proportion to the 10,000,000 increase in the outstanding shares of New FiscalNote Class A common stock as a result of the issuances of the Bonus Shares and the exercise price of each warrant will be adjusted to $7.32 per share.
Immediately following the Closing, assuming a 50% redemption level, the exercise of all currently outstanding DSAC warrants and all Vested FiscalNote Options and Unvested FiscalNote Options at Closing, (i) holders of New FiscalNote Class A common stock unaffiliated with the Sponsor are expected to hold approximately 73.0% of the common stock of New FiscalNote in the aggregate (including approximately 10.3 million Vested FiscalNote Options and Unvested FiscalNote Options outstanding as of the Closing), representing approximately 33.1% of the total voting power in New FiscalNote, (ii) DSAC’s current public shareholders are expected to hold approximately 13.0% of the common stock of New FiscalNote in the aggregate (including approximately 3,857,000 Bonus Shares), representing approximately 5.9% of the total voting power in New FiscalNote, (iii) holders of shares of New FiscalNote Class B common stock, which will be held by FiscalNote Co-Founders, Tim Hwang and Gerald Yao, are expected to hold approximately 5.0% of the common stock of New FiscalNote in the aggregate, representing approximately
 

 
56.9% of the total voting power in New FiscalNote, and (iv) the Sponsor and its affiliates, including the Backstop Parties, are expected to hold approximately 22.0% of the common stock of New FiscalNote in the aggregate (including approximately 6,143,000 Bonus Shares), representing approximately 10.0% of the total voting power in New FiscalNote.
The level of redemptions and potential exercise of outstanding DSAC warrants by the Sponsor and its affiliates, including the Backstop Parties, and DSAC’s public shareholders will also impact the percentage stock ownership and voting power in New FiscalNote of the Sponsor and its affiliates on the one hand and the other holders of New FiscalNote Class A common stock on the other hand. For example, depending on the level of redemptions, whether the Sponsor and its affiliates or DSAC’s public shareholders exercise any of their outstanding DSAC warrants and whether FiscalNote option holders exercise any of their Vested FiscalNote Options or Unvested FiscalNote Options, (i) the Sponsor and its affiliates, including the Backstop Parties, could hold between 7.4% and 30.5% of New FiscalNote’s outstanding common stock immediately following consummation of the Business Combination, or between 3.2% and 13.3%, respectively, of the voting power in New FiscalNote and (ii) holders of New FiscalNote Class A common stock unaffiliated with the Sponsor could hold between 64.1% and 87.1% of New FiscalNote’s outstanding common stock immediately following consummation of the Business Combination, or between 28.0% and 37.5%, respectively, of the voting power in New FiscalNote.
All DSAC shareholders are cordially invited to attend the Special Meeting, which will be held in person at the offices of Davis Polk & Wardwell LLP at 450 Lexington Avenue, New York, NY 10017 and in virtual format via live webcast at www.cstproxy.com/dsac/2022. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding DSAC ordinary shares, you may also cast your vote at the Special Meeting electronically by visiting www.cstproxy.com/dsac/2022. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Domestication Proposal, Governing Documents Proposal and Advisory Governing Documents Proposal require the affirmative vote of holders of a majority of at least two-thirds of the DSAC Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The Business Combination Proposal, election of director nominees pursuant to the Director Election Proposal, Stock Issuance Proposal, Long-Term Incentive Plan Proposal, ESPP Proposal and Adjournment Proposal require the affirmative vote of holders of at least a majority of the DSAC Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting (and only such holders of DSAC Class B ordinary shares are entitled to vote on the election of each director nominee pursuant to the Director Election Proposal).
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your DSAC shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling 800-662-5200 or banks and brokers can call collect at 203-658-9400, or by emailing DSAC.info@investor.morrowsodali.com. This notice of extraordinary general meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at www.cstproxy.com/dsac/2022.
Thank you for your participation. We look forward to your continued support.
By Order of the DSAC Board of Directors
/s/ Manoj Jain
Manoj Jain
Chairman
 

 
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD DSAC CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING DSAC CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR DSAC CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH, EVEN IF THEIR HOLDERS HAVE PROPERLY EXERCISED REDEMPTION RIGHTS WITH RESPECT TO SUCH PUBLIC SHARES. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
 

 
ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 (File No. 333-261483) filed with the SEC by DSAC, constitutes a prospectus of DSAC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New FiscalNote common stock and redeemable warrants of New FiscalNote to be issued to FiscalNote’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of DSAC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to DSAC shareholders nor the issuance by New FiscalNote of its common stock in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding DSAC has been provided by DSAC and information contained in this proxy statement/prospectus regarding FiscalNote has been provided by FiscalNote.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains information concerning the market and industry in which FiscalNote conducts its business. FiscalNote operates in an industry in which it is difficult to obtain precise industry and market information. FiscalNote has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable.
 

 
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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about DSAC from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
+852 3468 6200
or
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
+1 (800) 662-5200
(Banks and brokers can call: +1 (203) 658-9400)
Email: DSAC.info@investor.morrowsodali.com
To obtain timely delivery, DSAC shareholders must request the materials no later than five business days prior to the Special Meeting, or by July 20, 2022.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.
 
1

 
CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “our company,” and “DSAC” refer to Duddell Street Acquisition Corp., the term “New DSAC” refers to Duddell Street Acquisition Corp. following the Domestication and the terms “New FiscalNote,” “combined company” and “post-combination company” refer to FiscalNote Holdings, Inc. and its subsidiaries following the consummation of the Business Combination.
In this document:
Backstop Agreement” means the Backstop Agreement, dated as of November 7, 2021, as amended by the First Amendment to the Backstop Agreement, by and among DSAC and certain affiliates of the Sponsor in connection with the signing of the Business Combination Agreement, whereby certain affiliates of the Sponsor have agreed, subject to the other terms and conditions included therein, at the Closing (as defined in the Backstop Agreement), to subscribe for New DSAC Class A Common Stock in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount of up to $175,000,000.
Backstop Parties” means, collectively, Maso Capital Investments Limited, Blackwell Partners LLC — Series A and Star V Partners LLC as parties to the Backstop Agreement and their permitted assignees.
Business Combination” means the Domestication together with the Merger.
Business Combination Agreement” means that Agreement and Plan of Merger, dated as of November 7, 2021 (as it may be amended and/or restated from time to time, including by the First Amendment), by and among DSAC, Merger Sub and FiscalNote, a copy of which is attached as Annex A-1 to this proxy statement/prospectus.
Cayman Constitutional Documents” and “Current Charter” each means DSAC’s amended and restated memorandum and articles of association.
CFIUS” or the “Committee” means the Committee on Foreign Investment in the United States or each member agency thereof acting in such capacity.
CFIUS Approval” shall be deemed to have been obtained if: (a) CFIUS determines in writing that none of the transactions contemplated by the Business Combination Agreement singularly or collectively constitutes a “covered transaction” as defined under Section 721 of the Defense Production Act of 1950, as amended the DPA, and therefore none of them is subject to review under the DPA; (b) the parties receive written notice from CFIUS stating that CFIUS has concluded all action under the DPA with respect to the transactions contemplated by the Business Combination Agreement and has determined that there are no unresolved national security concerns or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and the President has announced a decision not to take any action to suspend or prohibit or place any limitation on the transactions contemplated by the Business Combination Agreement, or the time permitted by law for such action shall have lapsed.
Closing” means the closing of the Business Combination.
Closing Date” means the closing date of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Continental” means Continental Stock Transfer & Trust Company.
DGCL” means the General Corporation Law of the State of Delaware.
DPA” means Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C.§ 4565), and all rules and regulations issued and effective thereunder.
DSAC” means Duddell Street Acquisition Corp., a Cayman Islands exempted company, prior to the Domestication as a corporation in the state of Delaware.
DSAC Board” means the board of directors of DSAC.
 
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DSAC Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of DSAC.
DSAC Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of DSAC.
DSAC ordinary shares” means, collectively, the DSAC Class A ordinary shares and DSAC Class B ordinary shares.
DSAC warrants” means collectively the public warrants and the private placement warrants.
DTC” means The Depository Trust Company.
Effective Time” means the time at which the Merger becomes effective.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
FASB” means the Financial Accounting Standards Board.
First Amendment to the Backstop Agreement” means that First Amendment to the Backstop Agreement, dated as of May 9, 2022, by and among DSAC, Maso Capital Investments Limited, Blackwell Partners LLC — Series A and Star V Partners LLC.
First Amendment” means that First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, by and among DSAC, Merger Sub and FiscalNote, a copy of which is attached as Annex A-2 to this proxy statement/prospectus.
FiscalNote” means FiscalNote Holdings, Inc., a Delaware corporation.
FiscalNote Board” means the board of directors of FiscalNote.
FiscalNote capital stock” means the FiscalNote Class A common stock, the FiscalNote Class B common stock and each other class or series of capital stock of FiscalNote (including preferred stock).
FiscalNote Class A common stock” means the Class A common stock, par value $0.0001 per share, of FiscalNote.
FiscalNote Class B common stock” means the Class B common stock, par value $0.0001 per share, of FiscalNote.
FiscalNote Co-Founder” and “Co-Founder” means any of Tim Hwang and Gerald Yao.
FiscalNote option” means each option to purchase shares of FiscalNote common stock.
FiscalNote stockholder” means each holder of FiscalNote capital stock.
FiscalNote warrant” means each warrant to purchase shares of FiscalNote capital stock.
Founder Holder” means any Founder or any legal entity or trust through which (directly or indirectly, and by ownership, voting power, contract or otherwise) any Founder exercises exclusive voting control with respect to the shares of capital stock of New FiscalNote owned by such legal entity or trust.
Founder Shares” means the DSAC Class B ordinary shares sold prior to DSAC’s initial public offering.
GAAP” means generally accepted accounting principles in the United States.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
initial shareholders” means the holders of Founder Shares.
Investment Company Act” means the Investment Company Act of 1940, as amended.
 
3

 
IPO” means DSAC’s initial public offering, consummated on November 2, 2020, through the sale of 17,500,000 units at $10.00 per unit.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
Merger Sub” means Grassroots Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of DSAC.
Minimum Proceeds Condition” means the condition to Closing in favor of FiscalNote set forth in Section 10.03(e) of the Business Combination Agreement, which requires DSAC to have at the Closing at least $190,000,000 of available cash, consisting of the (i) cash held in the Trust Account after giving effect to the Shareholder Redemption (as defined herein), and cash received in the Private Placements and in certain other investments, if any, arranged by DSAC in accordance with the Business Combination Agreement, the Backstop Agreement and the Sponsor Agreement, plus (ii) the amount (if any) by which the aggregate proceeds actually received by FiscalNote or any if its subsdiaries pursuant to the Debt Financing exceeds $75,000,000 minus (iii) the lesser of FiscalNote’s aggregate transaction expenses and $5,000,000, minus (iv) the lesser of DSAC’s transaction expenses and $30,000,000.
Nasdaq” means the Nasdaq Stock Market.
New DSAC” means Duddell Street Acquisition Corp., a Delaware corporation, following the Domestication.
New FiscalNote” means FiscalNote Holdings, Inc., a Delaware corporation (which, prior to consummation of the Business Combination, was known as Duddell Street Acquisition Corp. or DSAC).
New FiscalNote Board” means the board of directors of New FiscalNote.
New FiscalNote Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of New FiscalNote, which shares have the same economic terms as the shares of New FiscalNote Class B common stock, however they are only entitled to one vote per share.
New FiscalNote Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of New FiscalNote, which shares have the same economic terms as the shares of New FiscalNote Class A common stock, but are entitled to twenty-five (25) votes per share.
New FiscalNote common stock” means, collectively, the New FiscalNote Class A common stock and the New FiscalNote Class B common stock.
Private Placements” means the private placements by DSAC of 5,500,000 and 1,500,000 warrants, simultaneously with the closing of the IPO and in October 2021, respectively, at a price of $1.00 per private placement warrant with the Sponsor and its affiliates, generating gross proceeds of $7.0 million.
NYSE” means the New York Stock Exchange.
private placement warrants” means the 7,000,000 warrants issued to our Sponsor, each of which is exercisable for one DSAC Class A ordinary share.
Proposed Governing Documents” means the proposed certificate of incorporation and bylaws to be adopted by DSAC pursuant to the Governing Documents Proposal and the Advisory Governing Documents Proposals immediately prior to the Closing (and which at and after the Closing will operate as the certificate of incorporation and bylaws of New FiscalNote), a copy of each of which is attached as Annex B and Annex C, respectively, to this proxy statement/prospectus.
public shares” means DSAC Class A ordinary shares included in the units issued in the IPO.
public shareholders” means holders of public shares (other than Sponsor and its affiliates).
public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for DSAC Class A ordinary share, in accordance with its terms.
 
4

 
Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of the Closing Date and effective at (but subject to) the Closing, by and among DSAC, Sponsor, certain FiscalNote stockholders and certain DSAC shareholders.
Sponsor” means Duddell Street Holdings Limited, a Cayman Islands limited liability company.
Sponsor Agreement” means the sponsor letter agreement, dated November 7, 2021, as amended on May 9, 2022, by and among DSAC, the Sponsor, FiscalNote and certain other persons party thereto, in connection with the signing of the Business Combination Agreement, whereby the Sponsor has agreed to, among other things, subject to the terms and conditions included therein, (i) not to redeem any ordinary shares in DSAC owned by it in connection with the Business Combination, (ii) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) waive any adjustment to the conversion ratio set forth in DSAC’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of DSAC held by the Sponsor.
Sponsor Shares” means the aggregate of 4,000,000 DSAC Class A ordinary shares and 4,325,000 DSAC Class B ordinary shares held by the Sponsor.
Transfer Agent” means Continental.
Trust Account” means the Trust Account of DSAC that holds the proceeds from DSAC’s IPO and the Private Placement of the private placement warrants.
Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of October 28, 2020, between DSAC and the Trustee.
Trustee” means Continental.
Units” means the units of DSAC, each consisting of one DSAC Class A ordinary share and one-half of one public warrant of DSAC.
Unvested FiscalNote Options” means FiscalNote Options that are unvested.
Unvested FiscalNote RSUs” means unvested restricted stock units to acquire shares of FiscalNote Class A common stock.
Vested FiscalNote Options” means FiscalNote Options that are vested.
Vested FiscalNote RSUs” means vested restricted stock units to acquire shares of FiscalNote Class A common stock.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of DSAC, FiscalNote and New FiscalNote. These statements are based on the beliefs and assumptions of the management of DSAC and FiscalNote. Although DSAC and FiscalNote believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither DSAC nor FiscalNote can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, FiscalNote’s management. RSM US LLP, FiscalNote’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The audited financial statements of FiscalNote for the years ended December 31, 2021 and 2020 and the unaudited financial statements of FiscalNote as of March 31, 2022 and the three months ended March 31, 2022 and 2021, included in this proxy statement/prospectus, relate only to the historical financial information of FiscalNote. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

the ability of DSAC and FiscalNote to meet the Closing conditions to the Business Combination, including, but not limited to the approval by shareholders of DSAC;

the ability of New FiscalNote, following the Business Combination, to realize the benefits expected from the Business Combination;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

the ability to obtain and/or maintain the listing of New FiscalNote Class A common stock on the NYSE following the Business Combination;

New FiscalNote’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

New FiscalNote’s ability to retain or recruit, or adapt to changes required in, its Co-Founders, senior executives, key personnel or directors following the Business Combination;

any information concerning possible or assumed future results of operations or financial performance of New FiscalNote after the consummation of the Business Combination;

factors relating to the business, operations and financial performance of FiscalNote, including:

FiscalNote’s ability to effectively manage its growth;

changes in FiscalNote’s strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans;

FiscalNote’s future capital requirements;

demand for FiscalNote’s services and the drivers of that demand;

FiscalNote’s ability to provide highly useful, reliable, secure and innovative products and services to its customers;

FiscalNote’s ability to attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify areas of higher growth;

the exposure of FiscalNote’s CQ Roll Call business to low or declining demand for advertising, events, and similar sponsorships;
 
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FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services;

FiscalNote’s ability to successfully identify acquisition opportunities, make acquisitions on terms that are commercially satisfactory, successfully integrate potential acquired businesses and services, and subsequently grow acquired businesses;

FiscalNote’s estimated total addressable market and other industry and performance projections;

FiscalNote’s reliance on third-party systems that it does not control to integrate with its systems and its potential inability to continue to support integration;

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;

FiscalNote’s ability to obtain and maintain accurate, comprehensive, or reliable data to support its products and services;

FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services;

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;

competition and competitive pressures in the markets in which FiscalNote operates;

larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;

FiscalNote’s ability to protect and maintain its brands;

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;

FiscalNote’s ability to effectively maintain and grow its research and development team and conduct research and development;

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;

FiscalNote’s ability to adequately protect its proprietary and intellectual property rights;

the impact of the COVID-19 pandemic and other similar disruptions in the future;

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 successfully establish and maintain public company-quality internal control over financial reporting;

intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate;

litigation and the ability to adequately protect New FiscalNote’s intellectual property rights; and

other factors detailed under the section entitled “Risk Factors.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk
 
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Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of DSAC and FiscalNote prior to the Business Combination, and New FiscalNote following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can DSAC or FiscalNote assess the impact of all such risk factors on the business of DSAC and FiscalNote prior to the Business Combination, and New FiscalNote following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to DSAC or FiscalNote or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. DSAC and FiscalNote prior to the Business Combination, and New FiscalNote following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
8

 
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. DSAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.
Q:
Why am I receiving this proxy statement/prospectus?
A:
DSAC is proposing to consummate the Business Combination with FiscalNote pursuant to the Business Combination Agreement. DSAC, Merger Sub and FiscalNote have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement, including the First Amendment is attached hereto as Annex A-1 and Annex A-2. DSAC urges its shareholders to read the Business Combination Agreement in its entirety.
The Business Combination Agreement must be adopted by the DSAC shareholders in accordance with Cayman Islands law and DSAC’s Current Charter. DSAC is holding the Special Meeting to obtain that approval. DSAC shareholders will also be asked to vote on certain other matters related to the Business Combination, which are described in this proxy statement/prospectus, at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Business Combination Agreement and approve the Business Combination and the other proposals described in this proxy statement/prospectus.
THE VOTE OF DSAC SHAREHOLDERS IS IMPORTANT. DSAC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.
Q:
Why is DSAC proposing the Business Combination?
A:
DSAC was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses.
Based on its due diligence investigations of FiscalNote and the industry in which it operates, including the financial and other information provided by FiscalNote in the course of DSAC’s due diligence investigations, the DSAC Board believes that the Business Combination with FiscalNote is in the best interests of DSAC and its shareholders and presents an opportunity to increase shareholder value.
Although the DSAC Board believes that the Business Combination with FiscalNote presents a unique business combination opportunity and is in the best interests of DSAC and its shareholders, the DSAC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal—DSAC Board’s Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the DSAC Board in making its decision.
Q:
When and where will the Special Meeting take place?
A:
The Special Meeting will be held on July 27, 2022 at 9:00 a.m., New York City time, at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, and virtually via live webcast at www.cstproxy.com/dsac/2022.
In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the DSAC Board determined that the Special Meeting will be held both physically and also virtually via live webcast. The DSAC Board believes that this is the right choice
 
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for DSAC and its shareholders at this time, as it permits shareholders to attend and participate in the extraordinary general meeting while safeguarding the health and safety of DSAC’s shareholders, directors and management team. You will be able to attend the extraordinary general meeting online, vote, view the list of shareholders entitled to vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting www.cstproxy.com/dsac/2022. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental. The meeting webcast will begin promptly at 9:00 a.m., New York City time. We encourage you to access the meeting prior to the start time, and you should allow ample time for the check-in procedures.
Q:
What matters will be considered at the Special Meeting?
A:
The DSAC shareholders will be asked to consider and vote on the following proposals:

a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (the “Business Combination Proposal”);

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the transfer of DSAC by way of continuation to Delaware and, immediately upon being de-registered in the Cayman Islands, continuing and domesticating as a corporation incorporated under the laws of the state of Delaware (the “Domestication Proposal”);

a proposal to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Proposed Charter and the Proposed Bylaws, which together will replace DSAC’s Current Charter and will be in effect upon the Closing (the “Governing Documents Proposal”);

a proposal to approve, on an advisory basis and as required by applicable SEC guidance, certain material differences between the Proposed Charter and Proposed Bylaws and the Current Charter (the “Advisory Governing Documents Proposals”);

a proposal to approve, assuming the Business Combination Proposal, the Domestication Proposal and the Governing Documents Proposal are approved and adopted, the election of 10 out of the 11 directors to the New FiscalNote Board (the “Director Election Proposal”);

a proposal to approve, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal and the election of each director nominee pursuant to the Director Election Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New FiscalNote Class A common stock pursuant to the terms of the Business Combination Agreement and (y) shares of New DSAC Class A Common Stock to be issued pursuant to the Backstop Agreement (as defined herein) plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (the “Stock Issuance Proposal”);

a proposal to approve, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the election of each director nominee pursuant to the Director Election Proposal, and the Stock Issuance Proposal are approved and adopted, the 2022 Plan, including the authorization of the initial share reserve under the 2022 Plan (the “Long-Term Incentive Plan Proposal”);

a proposal to approve, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the election of each director nominee pursuant to the Director Election Proposal, the Stock Issuance Proposal and the Long-Term Incentive Plan Proposal are approved and adopted, the ESPP, including the authorization of the initial share reserve under the ESPP (the “ESPP Proposal”); and

a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).
 
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Under the Business Combination Agreement, the approval of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. If our public shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination may not be consummated.
In addition, as required by applicable SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, DSAC is requesting that our shareholders vote upon, on a nonbinding advisory basis, a proposal to approve certain amendments contained in the Proposed Charter that materially affect shareholder rights, which are amendments that will be made to the Existing Charter as reflected in the Proposed Charter if the Governing Documents Proposal is approved. See “The Governing Documents Proposal.” This separate vote is not otherwise required by Cayman Islands law separate and apart from the Governing Documents Proposal, but pursuant to SEC guidance, DSAC is required to submit these provisions to our shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on DSAC or the DSAC Board (separate and apart from the approval of the Governing Document Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Governing Documents Proposals (separate and apart from approval of the Governing Documents Proposal).
Q:
Are any of the proposals conditioned on one another?
A:
Yes. Each of the Condition Precedent Proposals (including the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Long-Term Incentive Plan Proposal and the ESPP Proposal) is conditioned on the approval and adoption of the other Condition Precedent Proposals. The Advisory Governing Documents Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal.
Q:
Is my vote important?
A:
Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the DSAC shareholders holding a majority of the votes cast on such proposal and the other Condition Precedent Proposals achieve the necessary vote outlined below. Only DSAC shareholders as of the close of business on June 23, 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting. After careful consideration, the DSAC Board unanimously recommends that such DSAC shareholders, and in the case of the Director Election Proposal, the holders of DSAC Class B ordinary shares, vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Governing Documents Proposals, “FOR” the approval of the election of each director nominee pursuant to the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Long-Term Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see “What DSAC shareholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
Q:
If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?
A:
No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.
 
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Q:
What DSAC shareholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
A:
The Business Combination Proposal. Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal. Our Sponsor, directors and executive officers have agreed to vote their shares in favor of the Business Combination. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 12% of the outstanding public shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding DSAC ordinary shares as of the record date are present, the Business Combination could be approved by the affirmative vote of shares representing as little as 25% of the outstanding DSAC ordinary shares, or approximately 6% of the DSAC Class A ordinary shares outstanding.
The Domestication Proposal.   Approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
The Governing Documents Proposal.   Approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal.
The Advisory Governing Documents Proposals.   Approval of each of the Advisory Governing Documents Proposals, each of which is a nonbinding vote, requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions has any effect on the outcome of the proposals.
The Director Election Proposal.   Approval of the election of each director nominee pursuant to the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Under the terms of the Current Charter, only the holders of the DSAC Class B ordinary shares are entitled to vote on the election of directors to the DSAC Board. Therefore, only holders of the DSAC Class B ordinary shares will vote on the election of directors at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
The Long-Term Incentive Plan Proposal.   Approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
The ESPP Proposal.   Approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares
 
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represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
The Adjournment Proposal.   Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
Q:
What will New FiscalNote’s equity holders receive in connection with the Business Combination?
A:
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time:
(i)
each share of FiscalNote common stock (other than dissenting shares) will be canceled and converted into the right to receive the Per Share Merger Consideration in the form of New FiscalNote common stock, plus Per Share Earnout Consideration subject to each Triggering Event;
(ii)
all of the FiscalNote Warrants will be deemed automatically exercised and converted into the right to receive (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying the vested portion of the FiscalNote Warrant, multiplied by (B) (x) the Per Share Equity Value less (y) the per share exercise price of such FiscalNote Warrant, minus (C) the applicable withholding taxes relating to the deemed exercise of such FiscalNote Warrant (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement, in each case without interest;
(iii)
all of the FiscalNote Options that are outstanding and unexercised immediately prior to the Effective Time will be automatically assumed and converted into a Converted Option to purchase shares of New FiscalNote Class A common stock. Each such Converted Option as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such FiscalNote Option immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for (I) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote Class A common stock subject to such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares at a per share exercise price determined by dividing the per share exercise price of such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement; provided, that the exercise price and the number of shares of FiscalNote Class A common stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of applicable laws and regulations.
(iv)
all of the FiscalNote Convertible Notes, if any, will be automatically assumed and converted into a convertible note issued by New FiscalNote, with a right of conversion into shares of New FiscalNote Class A common stock;
(v)
all of the Vested FiscalNote RSUs outstanding immediately prior to the Effective Time will be automatically deemed settled and converted into the right to receive (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying such Vested FiscalNote RSU, multiplied by (B) the Per Share Equity Value, minus (C) the applicable
 
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withholding taxes relating to the deemed settlement of such Vested FiscalNote RSU (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement; and
(vi)
all of the Unvested FiscalNote RSUs outstanding immediately prior to the Effective Time will be automatically assumed and converted into Converted RSUs relating to shares of New FiscalNote Class A common stock. Each such Converted RSU as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Unvested FiscalNote RSU immediately before the Effective Time (including vesting (if applicable) and payment provisions), except that, as of the Effective Time, each such Converted RSU as so assumed and converted shall be settled for (i) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote common stock subject to such Unvested FiscalNote RSU immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares and (ii) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement.
For illustrative purposes, up to 95,931,668 shares of New FiscalNote capital stock are estimated to be issued in connection with the Business Combination, consisting of (a) 87,752,044 shares of New FiscalNote Class A common stock and (b) 8,179,624 shares of New FiscalNote Class B common stock. Up to 10,265,804 shares of New FiscalNote Class A common stock are estimated to be reserved for issuance upon exercise or settlement of options and RSUs of New FiscalNote issued and outstanding immediately following the consummation of the Business Combination. Additionally, up to 19,171,000 shares of New FiscalNote Class A common stock (including shares reserved for issuances upon settlement of Earnout RSUs) are estimated to be issued as earnout consideration pursuant to the Business Combination upon occurrence of the Triggering Events.
The foregoing numbers of New FiscalNote securities to be issued in connection with the Business Combination were based an Exchange Ratio calculated by dividing the sum of (i) $1 billion (Company Value as defined in the Business Combination Agreement) and (ii) $11 million (the assumed aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants) by 85,918,941 (the assumed FiscalNote shares issued and outstanding when taking the sum of: (x) the number of issued and outstanding FiscalNote shares (taking into account the FiscalNote shares issued or issuable immediately prior to Closing as a result of any exercise or conversion of FiscalNote Equity Securities contingent upon the Closing); and (y) the number of shares of FiscalNote Common Stock issued or issuable upon the exercise of all Vested FiscalNote Options and FiscalNote Warrants and settlement of Vested FiscalNote RSUs and conversion of FiscalNote Convertible Notes, if any, that have not, and will not immediately prior to Closing, be converted); and dividing the result of the foregoing by $10.00. As of April 27, 2022, the Exchange Ratio is expected to be approximately 1.17.
As described above, the Business Combination Agreement contemplates that (i) (a) the holders of FiscalNote common stock, FiscalNote Warrants and Vested FiscalNote RSUs outstanding immediately prior to the Effective Time and (b) holders of Vested FiscalNote Options and unexercised immediately before the Effective Time, holders of Unvested FiscalNote Options that hold related Converted Options that are vested as of such Triggering Event and holders of Unvested FiscalNote RSUs that hold related Converted RSUs that are vested as of such Triggering Event, will collectively be entitled to receive the Per Share Earnout Consideration, and (ii) holders of Unvested FiscalNote Options that are unexercised, issued and outstanding and holders of Unvested FiscalNote RSUs outstanding, in each case as of immediately prior to the Effective Time shall be issued Earnout RSUs upon the occurrence of a Trigging Event to the extent the Converted Option related to such Unvested FiscalNote Option or the Converted RSU related to such Unvested FiscalNote RSU is outstanding and unvested as of the occurrence of a Triggering Event, in each case during the Earnout Period and based on the conditions below:

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $10.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;
 
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the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $12.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $15.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $20.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period; and

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $25.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period.
If the Converted Option or Converted RSU related to such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable, is forfeited after the Effective Time but prior to such Triggering Event, no Earnout RSUs will be issued for such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro rata to the other holders of Converted Options and Converted RSUs then outstanding with holders of vested Converted Options and Converted RSUs receiving Earnout RSU Shares and holders of unvested Converted Options and Converted RSUs receiving Earnout RSUs that vest pro-rata in accordance with the remaining vesting schedule of the underlying unvested Converted Option or Converted RSU.
The number of Earnout RSUs issued with respect to each Unvested FiscalNote Option shall be equal to (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote Option (assuming payment in cash of the exercise price of such Unvested FiscalNote Option) multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted Option are unvested as of the Triggering Event. The number of Earnout RSUs issued with respect to each Unvested FiscalNote RSU shall be equal to the (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote RSU multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted RSU that are unvested as of the Triggering Event.
Q:
What equity stake will current DSAC shareholders and FiscalNote stockholders hold in New FiscalNote immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, the ownership of New FiscalNote common stock outstanding will be as set forth in the table below:
 
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Assuming
No Redemptions
Assuming
50% Redemptions
Assuming Maximum
Redemptions
Shares
%
Shares
%
Shares
%
Public shares held by public shareholders
13,500,000 9.1% 6,750,000 4.1%
Bonus Shares held by public shareholders(1)
7,714,000 5.2% 3,857,000 2.4%
Public warrants held by public shareholders(2)
10,607,143 7.1% 10,607,143 6.5%
DSAC Shareholders
31,821,143 21.4% 21,214,143 13.0%
DSAC redemptions by the
Sponsor(3)
6,750,000 4.1% 13,500,000 8.9%
Public shares held by the Sponsor and
its affiliates(4)
4,000,000 2.7% 4,000,000 2.5% 4,000,000 2.6%
Bonus Shares held by the Sponsor and
its affiliates(5)
2,286,000 1.5% 6,143,000 3.8% 10,000,000 6.6%
Public warrants held by the
Sponsor and its affiliates(6)
3,142,857 1.9% 3,142,857 2.1
Founder Shares
4,375,000 2.9% 4,375,000 2.7% 4,375,000 2.9%
Private warrants held by the Sponsor and its affiliates(6)
11,000,000 6.8% 11,000,000 7.2%
Convertible notes held by affiliates of the Sponsor(7)
375,656 0.3% 375,656 0.2% 375,656 0.2%
Sponsor and Its Affiliates
11,036,656 7.4% 35,786,513 22.0% 46,393,513 30.5%
FiscalNote Class A Shares
87,376,388 58.8% 87,376,388 53.7% 87,376,388 57.4%
FiscalNote Options(8)
10,265,804 6.9% 10,265,804 6.3% 10,265,804 6.7%
FiscalNote Class B Shares(9)
8,179,624 5.5% 8,179,624 5.0% 8,179,624 5.4%
FiscalNote Stockholders
105,821,816 71.2% 105,821,816 65.0% 105,821,816 69.5%
Total 148,679,615 100.0% 162,822,472 100.0% 152,215,329 100.0%
(1)
Amounts reflect Bonus Shares issued to non-redeeming DSAC public shareholders following the Domestication and immediately prior to the Closing.
(2)
Amounts reflect outstanding DSAC warrants held by DSAC’s public shareholders that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing and 12 months from the closing of the IPO). Assumes full exercise of outstanding DSAC warrants held by DSAC’s public shareholders at the Closing under the “Assuming No Redemptions” scenario and the “Assuming 50% Redemptions” scenario and assumes no exercise of outstanding DSAC warrants held by DSAC’s public shareholders at the Closing under the “Assuming Maximum Redemptions” scenario. Amounts also take into consideration the Warrant Adjustment.
(3)
Under the “Assuming 50% Redemptions” and “Assuming Maximum Redemptions” scenarios, reflects 6,750,000 and 13,500,000 shares of New DSAC Class A Common Stock, respectively, purchased at the Closing (as defined in the Backstop Agreement) to backstop redemptions.
(4)
Amounts include 4,000,000 DSAC Class A ordinary shares the holders of which have agreed to waive their redemption rights thereto.
(5)
Amounts reflect Bonus Shares issued to the Sponsor and its affiliates, including the Backstop Parties, following the Domestication and immediately prior to the Closing.
(6)
Amounts reflect outstanding DSAC warrants held by the Sponsor and its affiliates that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing and 12 months from the closing of the IPO). Assumes no exercise of outstanding DSAC warrants held by the Sponsor and its affiliates at the Closing under the “Assuming No Redemptions” scenario and assumes full exercise of outstanding DSAC warrants held by the Sponsor and its affiliates at the Closing under the “Assuming 50% Redemptions” scenario and the “Assuming Maximum Redemption” scenario. Amounts also take into consideration the Warrant Adjustment.
(7)
Funds affiliated with the Sponsor hold convertible notes in FiscalNote that will convert into approximately 0.3 million shares of FiscalNote Class A common stock immediately prior to the Closing and further convert into approximately 0.4 million shares of New FiscalNote Class A common stock in connection with the Closing.
(8)
Amounts consist of (i) 4,685,080 shares of FiscalNote Class A common stock underlying Vested FiscalNote Options and (ii) 5,580,724 FiscalNote Class A common stock underlying Unvested FiscalNote Options expected to be outstanding as of the Closing Date. The actual number of outstanding shares of New FiscalNote common stock held by former FiscalNote equity holders at Closing will vary depending on the number of FiscalNote options that remain unexercised prior to Closing.
(9)
Percentage ownership reflects percentage of issued and outstanding common stock, not voting power. The New FiscalNote Class B common stock to be issued to Tim Hwang and Gerald Yao will entitle the holders to twenty-five (25) votes per share until the earlier of (a) transfer by the New FiscalNote Class B Holders to any other person, except for specified trusts,
 
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retirement accounts, corporations or similar entities formed for financial or estate planning purposes and beneficially owned by the New FiscalNote Class B Holders, (b) the death or incapacity of the New FiscalNote Class B Holder, (c) the date specified by an affirmative vote of a majority of the outstanding New FiscalNote Class B common stock, voting as a single class, (d) the date on which the outstanding shares of New FiscalNote Class B common stock represent less than 50% of the shares of New FiscalNote Class B common stock that were outstanding as of the Closing Date, or (e) the seven-year anniversary of the Closing Date.
If the Sponsor and its affiliates exercise their outstanding DSAC warrants in full, but the DSAC public shareholders exercise none of their outstanding DSAC warrants, immediately after Closing they would hold 25,179,513 shares, 35,786,513 shares and 46,393,513 shares of New FiscalNote Class A common stock assuming no redemption, 50% redemption and maximum redemption, respectively. Similarly, if the DSAC public shareholders exercise their outstanding DSAC warrants in full, but the Sponsor and its affiliates exercise none of their outstanding DSAC warrants, they would hold 31,821,143 shares, 21,214,143 shares and 10,607,143 shares of New FiscalNote Class A common stock assuming no redemption, 50% redemption and maximum redemption, respectively. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.
For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
In addition, as illustrated above there are currently outstanding 15,750,000 warrants to acquire DSAC Class A ordinary shares in the aggregate, consisting of 9,000,000 warrants held by the Sponsor and its affiliates and 6,750,000 warrants held by DSAC’s public shareholders. The outstanding whole warrants are each exercisable commencing 30 days following the Closing for one share of New FiscalNote Class A common stock at $11.50 per share. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New FiscalNote Class A common stock is issued as a result of such exercise, with payment to New FiscalNote of the exercise price of $11.50 per whole warrant for one whole share, our fully diluted share capital would increase by a total of 15,750,000 shares, with approximately $181,125,000 paid to exercise the warrants.
Furthermore, subject to approval by DSAC shareholders of the Business Combination Proposal, the Domestication Proposal and the Governing Documents Proposal, in connection with the Closing, we will adopt a dual-class stock structure and Tim Hwang and Gerald Yao, the FiscalNote Co-Founders, will receive shares of New FiscalNote Class B common stock, which will carry twenty-five (25) votes per share (as compared to New FiscalNote Class A common stock, which will carry one vote per share), such that as of immediately following the consummation of the Business Combination, the FiscalNote Co-Founders are currently expected to hold in the aggregate approximately 63.1% of the voting power of the issued and outstanding capital stock of New FiscalNote. Accordingly, where a majority or plurality vote is required, as applicable, Tim Hwang and Gerald Yao, as holders of shares of New FiscalNote Class B common stock, 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), 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. See “Risk Factors—Risks Related to the Ownership of New FiscalNote’s Class A Common Stock—Immediately following the consummation of the Business Combination, only our Co-Founders will be entitled to hold shares of New FiscalNote Class B common stock, which shares will have twenty-five (25) votes per share. This will limit or preclude 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.”
 
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Q:
What voting power will current DSAC shareholders, FiscalNote employees and directors and other FiscalNote Stockholders hold in New FiscalNote immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, the voting power in New FiscalNote will be as set forth in the table below (which was, except as noted below, prepared using the same assumptions as the immediately preceding table):
Assuming No
Redemptions
of Public Shares
Maximum
Redemptions of
Public Shares(1)
FiscalNote Class B Shares
59.3% 58.7%
FiscalNote Class A Shares
28.3% 28.0%
DSAC Shareholders
9.2%(2) 0.0%
Sponsor and Affiliates(3)
3.2% 13.3%(1)
Total
100.0% 100.0%
(1)
Pursuant to the Backstop Agreement, certain affiliates of the Sponsor, or the Backstop Parties, have agreed, subject to the other terms and conditions included therein, at the Closing (as defined in the Backstop Agreement), to subscribe for New DSAC Class A Common Stock in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount of up to $175,000,000.
(2)
Includes 7,714,000 Bonus Shares.
(3)
Includes 2,286,000 Bonus Shares under the “Assuming No Redemptions of Public Shares” scenario and 10,000,000 Bonus Shares under the “Maximum Redemptions of Public Shares” Scenario held by the Sponsor and its affiliates, including the Backstop Parties.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
A total of $175,000,000, including $6,125,000 of underwriters’ deferred discount and $5,500,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account maintained by Continental, acting as trustee. As of March 31, 2022, there were investments and cash held in the Trust Account of $175,124,335. These funds will not be released until the earlier of the Closing or the redemption of our public shares if we are unable to complete an initial business combination by November 2, 2022 or a later date approved by DSAC’s shareholders pursuant to the Current Charter, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.
Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption right?
A:
DSAC shareholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated and the amount of funds in the Trust Account will remain unchanged due to commitment of the Sponsor and its affiliates under the Backstop Agreement even though the number of public shares and public shareholders are reduced as a result of redemptions by public shareholders. In addition, in the event that there are fewer public shares and public shareholders, the trading market for New FiscalNote Class A common stock may be less liquid than the market for DSAC Class A ordinary shares was prior to consummation of the Business Combination and New FiscalNote may not be able to meet the listing standards for the NYSE or another national securities exchange.
Pursuant to the terms of the Business Combination Agreement, in connection with the Domestication, on the Closing Date prior to the Effective Time, each issued and outstanding DSAC Class A ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock and each issued and outstanding DSAC Class B ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock. In addition, following the Domestication and immediately prior to the consummation of the Business
 
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Combination, the holders of DSAC Class A ordinary shares that do not elect to redeem their shares will receive a distribution of 0.57 shares of New FiscalNote Class A common stock for each share of New DSAC Class A Common Stock received in the Domestication (the “Bonus Shares”). The issuances of the Bonus Shares at the Closing will trigger adjustments to the outstanding warrants pursuant to Section 4.1.1 of the Warrant Agreement. See “Description Of New FiscalNote Securities — Warrants.” Each warrant (including warrants held by the Sponsor and its affiliates) will be adjusted to 1.571 warrants in proportion to the 10,000,000 shares increase in the outstanding shares of New FiscalNote Class A common stock as a result of the issuances of the Bonus Shares and the exercise price of each warrant will be adjusted to $7.32 per share (the “Warrant Adjustment”).
Q:
What amendments will be made to the Current Charter?
A:
We are asking DSAC shareholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the DSAC Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the increase of the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 201,000,000 shares to 1,809,000,000 shares, consisting of 1,709,000,000 shares of common stock, including 1,700,000,000 shares of New FiscalNote Class A common stock, par value $0.0001 per share, 9,000,000 shares of New FiscalNote Class B common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share; (ii) the establishment of a dual-class stock structure pursuant to which New FiscalNote Class A common stock will carry one vote per share, and New FiscalNote Class B common stock will carry twenty-five (25) votes per share, as described herein and in the Proposed Charter; (iii) changes to the required vote to amend the charter and bylaws; (iv) adoption of Delaware as the exclusive forum for certain stockholder litigation and (v) the elimination of certain provisions specific to DSAC’s status as a blank check company. In connection with the consummation of the Business Combination, we intend to adopt an amendment to the Proposed Charter in order to change the corporate name of “Duddell Street Acquisition Corp.” to “FiscalNote Holdings, Inc.”
Pursuant to Cayman law and the Current Charter, DSAC is required to submit the Governing Documents Proposal to DSAC’s shareholders for approval. For additional information, see the section entitled “The Governing Documents Proposal.”
Q:
What material negative factors did the DSAC Board consider in connection with the Business Combination?
A:
The DSAC Board considered certain potentially material negative factors or material risk factors in connection with the Business Combination, including: (i) FiscalNote has recently experienced rapid growth that may not be indicative of future growth, which makes it difficult to forecast its revenue and evaluate its business and prospects; (ii) FiscalNote has a history of net losses, anticipates increasing operating expenses in the future, and may not be able to achieve and, if achieved, maintain profitability; (iii) FiscalNote generates a significant percentage of its revenues from recurring subscription-based arrangements, and if it is unable to maintain a high renewal rate, its business, financial condition, results of operations and prospects could be materially and adversely affected; and (iv) FiscalNote has a significant portion of its sales to U.S. and foreign government agencies and other highly regulated organizations, which are subject to a number of challenges and risks. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal—DSAC Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors—Risks Related to FiscalNote’s Business.”
Q:
Do I have redemption rights?
A:
If you are a public shareholder, you have the right to request that DSAC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting—Redemption Rights.” The redemption rights include the requirement that a holder must identify itself in
 
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writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Our Sponsor and our officers and directors at the time of the IPO entered into the DSAC Letter Agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares of DSAC ordinary shares in connection with the completion of a business combination.
Pursuant to the terms of the Business Combination Agreement, in connection with the Domestication, on the Closing Date prior to the Effective Time, each issued and outstanding DSAC Class A ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock and each issued and outstanding DSAC Class B ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock. In addition, following the Domestication and immediately prior to the consummation of the Business Combination, the holders of DSAC Class A ordinary shares that do not elect to redeem their shares will receive the Bonus Shares. The issuances of the Bonus Shares at the Closing will also trigger the Warrant Adjustment.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to 5:00 p.m., New York City time, on July 25, 2022, (a) submit a written request to Continental that DSAC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).
The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. Any public shareholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not
 
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previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of March 31, 2022, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or not and whether such public shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is July 25, 2022 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that DSAC instruct Continental to return the shares to you (physically or electronically). You may also directly make such request by contacting Continental at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by DSAC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s share has been delivered (either physically or electronically) to Continental prior to 5:00 p.m., New York City time, on July 25, 2022.
If you are a holder of public shares and you exercise your redemption rights, it will not affect your right to vote at the Special Meeting or result in the loss of any DSAC warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, DSAC’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the transfer agent in order to validly redeem its shares. If you fail to cause your units to be separated and delivered to Continental, DSAC’s transfer agent, prior to 5:00 p.m., New York City time, on July 25, 2022, you will not be able to exercise your redemption rights with respect to your public shares.
Q.
If I am a holder of public warrants, can I exercise redemption rights with respect to my warrants?
A.
No. Holders of public warrants have no redemption rights with respect to the public warrants. However, if any such holders choose to redeem their public shares, those holders may still exercise their public warrants if the Business Combination is consummated.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
A U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” below) of DSAC Class A ordinary shares (if the Domestication does not occur) or New FiscalNote Class A common stock (if the Domestication
 
21

 
occurs) whose shares are redeemed and who receives cash from the Trust Account in exchange for such shares may be treated as selling such ordinary shares or common stock, resulting in the recognition of capital gain or capital loss (subject to the application of the PFIC rules). There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants) before and after the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders — Tax Consequences of the Ownership and Disposition of DSAC Class A Ordinary Shares and DSAC Public Warrants if the Domestication Does Not Occur — U.S. Holders — Redemption of DSAC Class A Ordinary Shares” and “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders — The Domestication — Tax Consequences of a Redemption of New FiscalNote Class A Common Stock.”
Additionally, because the Domestication will occur (if it is approved) prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Internal Revenue Code of 1986, as amended (the “Code”) and the PFIC rules as a result of the Domestication. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
If the Domestication occurs, a Non-U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” below) of New FiscalNote Class A common stock that exercises its redemption rights to receive cash from the Trust Account in exchange for such common stock, like a U.S. Holder, will also generally be treated as selling such common stock. Gain recognized by a Non-U.S. Holder in connection with a redemption generally will not be subject to U.S. federal income tax unless certain exceptions apply. However, as with U.S. Holders, a redemption by a Non-U.S. Holder may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of shares that a Non-U.S. Holder owns or is deemed to own (including through the ownership of warrants) before and after the redemption. Any portion of such distribution that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless such Non-U.S. Holder establishes eligibility for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply).
Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. Holders in connection with a redemption are treated as distributions in respect of such Non-U.S. Holders’ shares of New FiscalNote Class A common stock. Accordingly, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to a redemption at a rate of 30% unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). Each holder should consult with its own tax advisors as to the tax consequences to it of any redemption of its New FiscalNote Class A common stock, including its ability to obtain a refund of any amounts withheld by filing an appropriate claim for a refund with the IRS in the event that the Non-U.S. Holder is not treated as receiving a dividend under the Code Section 302 tests (as described below). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a Non-U.S. Holder, see the section entitled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders — The Domestication — Tax Consequences of a Redemption of New FiscalNote Class A Common Stock.”
 
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TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
How does the DSAC Board recommend that I vote?
A:
The DSAC Board recommends that the DSAC shareholders, and in the case of the Director Election Proposal, the holders of DSAC Class B ordinary shares, vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Governing Documents Proposals, “FOR” the approval of the election of each director nominee pursuant to the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Long-Term Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the DSAC Board recommends that DSAC shareholders vote, see the section entitled “The Business Combination Proposal—DSAC Board’s Reasons for the Approval of the Business Combination.”
Q:
How does our Sponsor intend to vote its shares?
A:
In connection with the IPO, DSAC’s Sponsor, directors and executive officers at the time of the IPO entered into the DSAC Letter Agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. Our Sponsor and other initial shareholders own approximately 38% of our issued and outstanding ordinary shares. Accordingly, if all of DSAC’s outstanding shares were to be voted, we would need the affirmative vote of approximately 12% of the remaining shares to approve the Business Combination.
Q:
Who is entitled to vote at the Special Meeting?
A:
The DSAC Board has fixed June 23, 2022 as the record date for the Special Meeting. All holders of record of DSAC ordinary shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that the Director Election Proposal is required to be voted on only by the holders of DSAC Class B ordinary shares, and provided further that those DSAC Class B ordinary shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting—How can I vote my shares without attending the Special Meeting?” on page 27 for instructions on how to vote your DSAC ordinary shares without attending the Special Meeting.
Q:
How many votes do I have?
A:
Each DSAC shareholder of record is entitled to one vote for each DSAC ordinary share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 21,875,000 outstanding DSAC ordinary shares.
Q:
What constitutes a quorum for the Special Meeting?
A:
A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding DSAC ordinary shares as of the record date are present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum. As of the record date for the Special Meeting, 10,937,501 ordinary shares would be required to achieve a quorum.
 
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Q:
Why is DSAC proposing the Domestication?
A:
The DSAC Board believes that there are significant advantages to us that will arise as a result of a change of DSAC’s domicile to Delaware. Further, the DSAC Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The DSAC Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of DSAC and its shareholders, including (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the potentially superior ability of Delaware corporations versus Cayman Islands companies to attract and retain qualified directors.
To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation. When we use the term “New DSAC,” we refer to Duddell Street Acquisition Corp. following the Domestication.
The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting.
Q:
What are the U.S. federal income tax consequences of the Domestication Proposal?
A:
The Domestication should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the Domestication so qualifies, the following summarizes certain consequences to U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” below) of the Domestication:

Subject to the discussion below concerning PFICs, a U.S. Holder of DSAC Class A ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who does not own actually and/or constructively 10% or more of the total combined voting power of all classes of DSAC shares entitled to vote or 10% or more of the total value of all classes of DSAC shares (that is, who is not a “10% shareholder”) will not recognize any gain or loss and will not be required to include any part of DSAC’s earnings in income.

Subject to the discussion below concerning PFICs, a U.S. Holder of DSAC Class A ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of New FiscalNote Class A common stock in the Domestication. As an alternative to recognizing gain as a result of the Domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” ​(as defined in the regulations promulgated under the Code (the “Treasury Regulations”) under Section 367 of the Code) attributable to its DSAC Class A ordinary shares provided certain other requirements are satisfied.

Subject to the discussion below concerning PFICs, a U.S. Holder of DSAC Class A ordinary shares who on the date of the Domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Class A ordinary shares, provided certain other requirements are satisfied.

As discussed further under “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” below, DSAC believes that it is (and has been) treated as a PFIC for U.S. federal income tax purposes. If DSAC is a PFIC,
 
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notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders — The Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear whether and how any such regulations would apply to the DSAC public warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders.” Each U.S. Holder of DSAC Class A ordinary shares or DSAC public warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of DSAC Class A ordinary shares for New FiscalNote Class A common stock and DSAC public warrants for New FiscalNote warrants pursuant to the Domestication.
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such Non-U.S. Holder’s New FiscalNote Class A common stock subsequent to the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders.”
Q:
What are the U.S. federal income tax consequences if I receive Bonus Shares in connection with not exercising my redemption right?
A:
As described in “The Domestication Proposal,” holders of DSAC Class A ordinary shares that do not exercise their redemption rights are entitled to receive Bonus Shares. The receipt of Bonus Shares by these shareholders should be treated as a nontaxable stock distribution. Accordingly, shareholders should not be subject to U.S. federal income tax on the receipt of the Bonus Shares, and the distribution of the Bonus Shares to non-U.S. shareholders should not be subject to U.S. federal income tax withholding. However, because there are no authorities that directly address the treatment of the receipt of Bonus Shares, no assurance can be given that the IRS, a court or any withholding agent will agree with our treatment. If our treatment is not respected, shareholders that receive Bonus Shares may be required to include their fair market value in income, and distributions to non-U.S. shareholders could be subject to U.S. withholding at a rate of 30% unless a non-U.S. shareholder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility to the applicable withholding agent (generally on an applicable IRS Form W-8). No additional amounts will be payable to any shareholder if any tax is imposed with respect to the receipt of the Bonus Shares. U.S. and non-U.S. shareholders of DSAC Class A ordinary shares should consult their tax advisors regarding the tax consequences of the receipt of Bonus Shares (including their ability to obtain a refund of any withholding taxes, if applicable). See “U.S. Federal Income Tax Considerations — Tax Consequences of the Receipt of Bonus Shares by Non-Redeeming Shareholders of DSAC Class A Ordinary Shares.”
Q:
What is FiscalNote?
A:
FiscalNote is a technology and data company delivering critical legal data and insights in a rapidly evolving economic, political and regulatory world. By combining artificial intelligence (“AI”),
 
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machine learning and other technologies with analytics, workflow tools, and expert research, FiscalNote seeks to reinvent the way that organizations minimize risks and capitalize on opportunities associated with rapidly changing legal and policy environments. Through a number of its products, FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information that facilitates 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.
Q:
Did the board of directors of DSAC obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The DSAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The DSAC Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The DSAC Board also determined, without seeking a valuation from a financial advisor, that FiscalNote’s fair market value was at least 80% of DSAC’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the DSAC Board as described above in valuing FiscalNote’s business and assuming the risk that the DSAC Board may not have properly valued such business.
Q:
What will happen to my DSAC Shares as a result of the Business Combination?
A:
If the Business Combination is completed, (i) each DSAC Class A ordinary share will remain outstanding and automatically become a share of New FiscalNote Class A common stock, and (ii) each DSAC Class B ordinary share will be converted into one share of New FiscalNote Class A common stock.
Q:
Where will the New FiscalNote Class A common stock that DSAC shareholders receive in the Business Combination be publicly traded?
A:
Assuming the Business Combination is completed, the shares of New FiscalNote Class A common stock and warrants of New FiscalNote are anticipated to be listed and traded on the NYSE under the ticker symbol “NOTE” and “NOTEW,” respectively.
Q:
What happens if the Business Combination is not completed?
A:
If the Business Combination Agreement is not adopted by DSAC shareholders or if the Business Combination is not completed for any other reason by August 7, 2022, then we will seek to consummate an alternative initial business combination prior to November 2, 2022. If we do not consummate an initial business combination by November 2, 2022 (or a later date approved by our shareholders pursuant to the Current Charter), we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:
How can I attend and vote my shares at the Special Meeting?
A:
DSAC ordinary shares held directly in your name as the shareholder of record of such DSAC ordinary shares as of the close of business on June 23, 2022, the record date, may be voted at the Special Meeting. If you choose to attend the Special Meeting electronically, you will need to visit www.cstproxy.com/dsac/2022, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting
 
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unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.
Q:
How can I vote my shares without attending the Special Meeting?
A:
If you are a shareholder of record of DSAC ordinary shares as of the close of business on the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.
Q:
What is a proxy?
A:
A proxy is a legal designation of another person to vote the shares you own. If you are a shareholder of record of DSAC ordinary shares as of the close of business on the record date, and you vote by phone, by internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of DSAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Manoj Jain and Allan Finnerty.
Q:
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A:
If your DSAC ordinary shares are registered directly in your name with Continental, you are considered the shareholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares.
Direct holders (shareholders of record).   For DSAC ordinary shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your DSAC ordinary shares are voted.
Beneficial owners (Shares in “street name”).   For DSAC ordinary shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.
Q:
If a DSAC shareholder gives a proxy, how will the DSAC ordinary shares covered by the proxy be voted?
A:
If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your DSAC ordinary shares in the way that you indicate when providing your proxy in respect of the DSAC ordinary shares you hold. When completing the proxy card, you may specify whether your DSAC ordinary shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.
Q:
How will my DSAC ordinary shares be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your DSAC ordinary shares to be voted, then your DSAC ordinary shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval, on an advisory basis, of the Advisory Governing Documents Proposals, “FOR” the approval of the election of each director nominee pursuant to the Director Election Proposal, “FOR” the approval of the Stock Issuance
 
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Proposal, “FOR” the approval of the Long-Term Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Yes. If you are a shareholder of record of DSAC ordinary shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

submit a new proxy card bearing a later date;

give written notice of your revocation to DSAC’s Corporate Secretary, which notice must be received by DSAC’s Corporate Secretary prior to the vote at the Special Meeting; or

vote at the Special Meeting in person or electronically by visiting and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.
If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Q:
Where can I find the voting results of the Special Meeting?
A:
The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following the Special Meeting, DSAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.
Q:
Are DSAC shareholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the extraordinary general meeting?
A:
DSAC’s shareholders, warrant holders and unit holders will not have dissenters’ rights appraisal rights in connection with the Business Combination or the domestication under Cayman Islands law or under the DGCL.
Q:
Are there any risks that I should consider as a DSAC shareholder in deciding how to vote or whether to exercise my redemption rights?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 57. You also should read and carefully consider the risk factors of DSAC and FiscalNote contained in the documents that are incorporated by reference herein.
Q:
What happens if I sell my DSAC ordinary shares before the Special Meeting?
A:
The record date for DSAC shareholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your DSAC ordinary shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your DSAC ordinary shares after the record date but before the Special Meeting, you will, unless the transferee obtains from you a proxy to vote those shares, retain your right to vote at the Special Meeting but will transfer the right to hold New FiscalNote shares to the person to whom you transfer your shares.
Q:
What interests do the Sponsor and DSAC’s current officers and directors have in the Business Combination?
A:
The Sponsor and DSAC’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of DSAC shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we are unable to complete our initial business combination by November 2, 2022 or a later date approved by our shareholders, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
 
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then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our private placement warrants, which will expire worthless if we fail to complete our initial business combination by November 2, 2022 or a later date approved by our shareholders.

The Sponsor purchased 5,031,250 Founder Shares prior to the IPO for an aggregate purchase price of $25,000 or approximately $0.005 per share, and subsequently forfeited 656,250 Founder Shares for no consideration upon the expiration of the underwriters’ over-allotment option. The Sponsor, its affiliates and certain of our directors currently hold an aggregate of 4,375,000 Founder Shares and 4,000,000 DSAC Class A ordinary shares, which collectively accounted for approximately 38% of our outstanding shares after the consummation of the initial public offering. As of July 1, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $83,080,000, based upon a closing price of $9.92 per DSAC Class A ordinary share on Nasdaq. Upon the Closing, the Founder Shares will be converted into 4,375,000 shares of New FiscalNote Class A common stock. The Founder Shares are expected to be worthless if the Business Combination or another business combination is not completed by November 2, 2022 or a later date approved by our shareholders because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares.

Simultaneously with the closing of the IPO and in October 2021, we consummated the sale of 5,500,000 and 1,500,000 private placement warrants, respectively, at a price of $1.00 per warrant in a Private Placement to our Sponsor and its affiliates. As a result of the Warrant Adjustment, the Sponsor and its affiliates would own an aggregate of 11,000,000 private warrants, each exercisable commencing 30 days following the Closing Date for one share of New FiscalNote Class A common stock at an exercise price of $7.32 per share. The private placement warrants are identical to the public warrants sold as part of the Units issued in the IPO except that, so long as they are held by our Sponsor and its affiliates or their permitted transferees: (i) the private warrants will not be redeemable by us; (ii) the private placement warrants (including the Class A Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor and its affiliates until 30 days after the completion of an initial business combination; (iii) they may be exercised by the holders on a cashless basis; and (iv) they are subject to registration rights. If we do not consummate a business combination transaction by November 2, 2022 or a later date approved by our shareholders, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor and its affiliates will be worthless. As of July 1, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of the private warrants held by our Sponsor and its affiliates, if unrestricted and freely tradable, would be $5,161,100, based upon a closing price of $0.7373 DSAC public warrants value on Nasdaq.

Our Sponsor has made an investment for the Founder Shares at an average price per share of approximately $0.005 prior to the consummation of the IPO. As a result of the significantly lower investment per share of our Sponsor as compared to the investment per share of our public shareholders (which was $10.00 per unit), a transaction that results in an increase in the value of the investment of our Sponsor in the Founder Shares may result in a decrease in the value of the investment of our public shareholders. Given the differential in the purchase price that the Sponsor paid for the Founder Shares and the purchase price that the Sponsor paid for the private placement warrants as compared to the price of the Public Shares and public warrants and the
 
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substantial number of New FiscalNote Class A common stock that the Sponsor and the DSAC directors currently holding Founder Shares will receive upon conversion of the Founder Shares and the private placement warrants, the Sponsor and these directors can earn a positive return on their investment, even if other DSAC shareholders have a negative return on their investment in New FiscalNote.

Our Sponsor, officers and directors will lose their entire investment of $7,025,000, consisting of the Sponsor’s $25,000 initial investment and the Sponsor’s $7,000,000 private placement warrant purchase price, if we do not complete a business combination by November 2, 2022 or a later date approved by our shareholders.

Certain of our current officers will serve as directors of New FiscalNote after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New FiscalNote Board determines to pay to its directors.

Our Sponsor and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if DSAC fails to complete a business combination by November 2, 2022 or a later date approved by our shareholders.

Funds affiliated with the Sponsor hold convertible notes in FiscalNote with an aggregate principal of $3 million, which will convert into approximately 0.3 million shares of FiscalNote Class A common stock immediately prior to the Business Combination and further convert into approximately 0.4 million shares of New FiscalNote Class A common stock in connection with the Business Combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to DSAC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, New FiscalNote will indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by DSAC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. To date, we have incurred no such out-of-pocket expenses.

DSAC’s Current Charter contains a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with DSAC but not offered due to a DSAC director’s duties to another entity. DSAC does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in its Current Charter impacted its search for an acquisition target and DSAC was not prevented from reviewing any opportunities as a result of such waiver.
 
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Q:
When is the Business Combination expected to be completed?
A:
Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Business Combination Agreement—Conditions to Closing,” including the adoption of the Business Combination Agreement by the DSAC shareholders at the Special Meeting, the Business Combination is expected to close in the second quarter of 2022. However, it is possible that factors outside the control of both DSAC and FiscalNote could result in the Business Combination being completed at a later time, or not being completed at all.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
DSAC has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. DSAC has agreed to pay Morrow a fee of $30,000, plus disbursements. DSAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. DSAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of DSAC ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares, and in obtaining voting instructions from those owners. DSAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What are the conditions to completion of the Business Combination?
A:
The Closing is subject to certain conditions, including, among other things, (i) approval by DSAC’s shareholders and FiscalNote’s stockholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the absence of a material adverse event with respect to FiscalNote, the material adverse effects of which are continuing, (iv) the Minimum Proceeds Condition and (v) the listing of the shares of New FiscalNote Class A common stock on the NYSE. If any of these conditions (or any of the other conditions to the Closing set forth in the Business Combination Agreement) are not satisfied, the Business Combination will not be consummated, unless the unsatisfied condition is permitted by applicable law to be waived, and is waived, by the party entitled to the benefit of such condition. For example, the condition in the foregoing clause (iv) may be waived only by FiscalNote, whereas the condition set forth in the foregoing clause (ii) may not be waived by either FiscalNote or DSAC. DSAC intends to resolicit shareholder approval if the Minimum Proceeds Condition is waived. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “The Business Combination Proposal.”
Q:
What should I do now?
A:
You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the internet as soon as possible so that your DSAC ordinary shares will be voted in accordance with your instructions.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your DSAC ordinary shares.
 
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Q:
Whom do I call if I have questions about the Special Meeting or the Business Combination?
A:
If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: DSAC.info@investor.morrowsodali.com
You also may obtain additional information about DSAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental, DSAC’s transfer agent, at the address below prior to 5:00 p.m., New York City time, on July 25, 2022. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.
Information About the Parties to the Business Combination
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
+852 3468 6200
Duddell Street Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue NW, 6th Floor
Washington, D.C. 20004
(202) 793-5300
FiscalNote is a technology and data company delivering critical legal data and insights in a rapidly evolving economic, political and regulatory world. By combining artificial intelligence (“AI”), machine learning and other technologies with analytics, workflow tools, and expert research, FiscalNote seeks to reinvent the way that organizations minimize risks and capitalize on opportunities associated with rapidly changing legal and policy environments. Through a number of its products, FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information that facilitates 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.
For more information, see “Risk Factors — Risks Related to FiscalNote’s Business — We have a history of net losses. We expect to continue to incur losses for the foreseeable future, and we may never achieve or maintain profitability.
Grassroots Merger Sub Inc.
c/o Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
+852 3468 6200
Merger Sub is a Delaware corporation and a wholly owned subsidiary of Duddell Street Acquisition Corp. that was formed for the purpose of effecting a merger with FiscalNote. Merger Sub does not own any material assets or conduct any business activities other than activities incidental to effectuating the Business Combination.
The Business Combination and the Business Combination Agreement
The terms and conditions of the Business Combination are contained in the Business Combination Agreement and the First Amendment, which are attached as Annex A-1 and Annex A-2, respectively, to
 
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this proxy statement/prospectus, respectively. We encourage you to read the Business Combination Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.
If the Business Combination Agreement is approved and adopted and the Business Combination is consummated, DSAC will be domesticated as a Delaware corporation and, promptly thereafter, Merger Sub will merge with and into FiscalNote, with FiscalNote surviving the merger as a wholly owned subsidiary of DSAC. In addition, in connection with the consummation of the Business Combination, DSAC will be renamed “FiscalNote Holdings, Inc.” and is referred to herein as “New FiscalNote” after the consummation of the Business Combination.
Structure of the Business Combination
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into FiscalNote, with FiscalNote surviving the merger as a wholly owned subsidiary of New FiscalNote. Upon consummation of the foregoing transactions, FiscalNote will be a wholly owned subsidiary of New FiscalNote (formerly DSAC). In addition, immediately prior to the consummation of the Business Combination, New FiscalNote will amend and restate its charter to be the Proposed Charter and adopt a dual-class stock structure, each as described in the section of this proxy statement/prospectus titled “Description of New FiscalNote Securities.” Shares of New FiscalNote Class B common stock will have the same economic terms as shares of New FiscalNote Class A common stock, except that shares of New FiscalNote Class A common stock will have one vote per share and shares of New FiscalNote Class B common stock will have twenty-five (25) votes per share.
The following diagrams illustrate in simplified terms the current structure of DSAC and FiscalNote and the expected structure of New FiscalNote (formerly DSAC) upon the Closing.
Simplified Pre-Combination Structure
[MISSING IMAGE: tm2132074d56-fc_sponsorbw.jpg]
 
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Simplified Post-Combination Structure*
[MISSING IMAGE: tm2132074d56-fc_simplifiebw.jpg]
*
Assumes a 50% redemption scenario, 3,857,000 Bonus Shares issued to non-redeeming DSAC public shareholders, 6,143,000 Bonus Shares issued to the Sponsor and its affiliates, including the Backstop Parties, and no outstanding DSAC warrants or other derivative securities are exercised at Closing.
(1)
Merger Sub will merge with and into FiscalNote with FiscalNote surviving as a wholly-owned subsidiary of DSAC.
(2)
The Sponsor and its affiliates, including the Backstop Parties, will hold approximately 16.9% of the outstanding shares of New FiscalNote common stock immediately following consummation of the Business Combination, constituting 6.7% of the voting rights of New FiscalNote.
(3)
The DSAC public shareholders will hold approximately 8.3% of the outstanding shares of New FiscalNote common stock immediately following consummation of the Business Combination, constituting 3.3% of the voting rights of New FiscalNote.
(4)
FiscalNote stockholders (unaffiliated with the Sponsor) holding New FiscalNote Class A common stock and new FiscalNote Class B common stock will hold approximately 68.4% and 6.4%, respectively, of the outstanding shares of New FiscalNote common stock immediately following consummation of the Business Combination, constituting 27.0% and 63.1%, respectively, of the voting rights of New FiscalNote.
See “Ownership Summary” for illustrative scenarios assuming (i) no redemption, (ii) 50% redemption and (iii) maximum redemption.
Merger Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time:
(i)
each share of FiscalNote common stock (other than dissenting shares) will be canceled and converted into the right to receive the Per Share Merger Consideration in the form of New FiscalNote common stock, plus Per Share Earnout Consideration subject to each Triggering Event;
(ii)
all of the FiscalNote Warrants will be deemed automatically exercised and converted into the right
 
35

 
to receive (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying the vested portion of the FiscalNote Warrant, multiplied by (B) (x) the Per Share Equity Value less (y) the per share exercise price of such FiscalNote Warrant, minus (C) the applicable withholding taxes relating to the deemed exercise of such FiscalNote Warrant (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement, in each case without interest;
(iii)
all of the FiscalNote Options that are outstanding and unexercised immediately prior to the Effective Time will be automatically assumed and converted into a Converted Option to purchase shares of New FiscalNote Class A common stock. Each such Converted Option as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such FiscalNote Option immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for (I) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote Class A common stock subject to such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares at a per share exercise price determined by dividing the per share exercise price of such FiscalNote Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement; provided, that the exercise price and the number of shares of FiscalNote Class A common stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of applicable laws and regulations.
(iv)
all of the FiscalNote Convertible Notes, if any, will be automatically assumed and converted into a convertible note issued by New FiscalNote, with a right of conversion into shares of New FiscalNote Class A common stock;
(v)
all of the Vested FiscalNote RSUs outstanding immediately prior to the Effective Time will be automatically deemed settled and converted into the right to receive (I) that number of shares of New FiscalNote Class A common stock determined by finding the quotient of (i) (A) the number of shares of FiscalNote Class A common stock underlying such Vested FiscalNote RSU, multiplied by (B) the Per Share Equity Value, minus (C) the applicable withholding taxes relating to the deemed settlement of such Vested FiscalNote RSU (to the extent the number calculated under this sub-clause (i) is a positive number), divided by (ii) $10.00 per share and (II) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement; and
(vi)
all of the Unvested FiscalNote RSUs outstanding immediately prior to the Effective Time will be automatically assumed and converted into Converted RSUs relating to shares of New FiscalNote Class A common stock. Each such Converted RSU as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Unvested FiscalNote RSU immediately before the Effective Time (including vesting (if applicable) and payment provisions), except that, as of the Effective Time, each such Converted RSU as so assumed and converted shall be settled for (i) that number of shares of New FiscalNote Class A common stock determined by multiplying the number of FiscalNote common stock subject to such Unvested FiscalNote RSU immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares and (ii) upon a Triggering Event, the applicable Per Share Earnout Consideration in accordance with the Business Combination Agreement.
For illustrative purposes, up to 95,931,668 shares of New FiscalNote capital stock are estimated to be issued in connection with the Business Combination, consisting of (a) 87,752,044 shares of New FiscalNote Class A common stock and (b) 8,179,624 shares of New FiscalNote Class B common stock. Up to 10,265,804 shares of New FiscalNote Class A common stock are estimated to be reserved for issuance upon
 
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exercise or settlement of options and RSUs of New FiscalNote issued and outstanding immediately following the consummation of the Business Combination. Additionally, up to 19,171,000 shares of New FiscalNote Class A common stock (including shares reserved for issuances upon settlement of Earnout RSUs) are estimated to be issued as earnout consideration pursuant to the Business Combination upon occurrence of the Triggering Events.
The foregoing numbers of New FiscalNote securities to be issued in connection with the Business Combination were based an Exchange Ratio calculated by dividing the sum of (i) $1 billion (Company Value as defined in the Business Combination Agreement) and (ii) $11.0 million (the assumed aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants) by 85,918,941 (the assumed FiscalNote shares issued and outstanding when taking the sum of: (x) the number of issued and outstanding FiscalNote shares (taking into account the FiscalNote shares issued or issuable immediately prior to Closing as a result of any exercise or conversion of FiscalNote Equity Securities contingent upon the Closing); and (y) the number of shares of FiscalNote Common Stock issued or issuable upon the exercise of all Vested FiscalNote Options and FiscalNote Warrants and settlement of Vested FiscalNote RSUs and conversion of FiscalNote Convertible Notes, if any, that have not, and will not immediately prior to Closing, be converted); and dividing the result of the foregoing by $10.00. As of April 27, 2022, the Exchange Ratio is expected to be approximately 1.17.
As described above, the Business Combination Agreement contemplates that (i) (a) the holders of FiscalNote common stock, FiscalNote Warrants and Vested FiscalNote RSUs outstanding immediately prior to the Effective Time and (b) holders of Vested FiscalNote Options and unexercised immediately before the Effective Time, holders of Unvested FiscalNote Options and hold related Converted Options that are vested as of such Triggering Event and holders of Unvested FiscalNote RSUs that hold related Converted RSUs that are vested as of such Triggering Event, will collectively be entitled to receive the Per Share Earnout Consideration, and (ii) holders of Unvested FiscalNote Options that are unexercised, issued and outstanding and holders of Unvested FiscalNote RSUs outstanding, in each case as of immediately prior to the Effective Time shall be issued Earnout RSUs upon the occurrence of a Trigging Event to the extent the Converted Option related to such Unvested FiscalNote Option or the Converted RSU related to such Unvested FiscalNote RSU is outstanding and unvested as of the occurrence of a Triggering Event, in each case during the Earnout Period and based on the conditions below:

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $10.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $12.50 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $15.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period;

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $20.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period; and

the dollar volume-weighted average price of one share of New FiscalNote Class A common stock on the NYSE or Nasdaq is greater than or equal to $25.00 for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period.
If the Converted Option or Converted RSU related to such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable, is forfeited after the Effective Time but prior to such Triggering Event, no Earnout RSUs will be issued for such Unvested FiscalNote Option or Unvested FiscalNote RSU, as applicable. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro rata to the other holders of Converted Options and Converted RSUs then outstanding with holders of vested Converted Options and Converted RSUs receiving Earnout RSU Shares and holders of unvested Converted Options and Converted RSUs receiving Earnout RSUs that vest pro-rata in accordance with the remaining vesting schedule of the underlying unvested Converted Option or Converted RSU.
 
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The number of Earnout RSUs issued with respect to each Unvested FiscalNote Option shall be equal to (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote Option (assuming payment in cash of the exercise price of such Unvested FiscalNote Option) multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted Option are unvested as of the Triggering Event. The number of Earnout RSUs issued with respect to each Unvested FiscalNote RSU shall be equal to the (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of FiscalNote Class A common stock underlying the applicable Unvested FiscalNote RSU multiplied by (iii) the percentage of the shares of New FiscalNote Class A common stock subject to the related Converted RSU that are unvested as of the Triggering Event.
Debt Commitment Letter
FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote, has entered into a debt commitment letter (the “Debt Commitment Letter”) with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC and ACM ASOF VIII SaaS FinCo LLC (together, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide term loans, concurrent with Closing, to FiscalNote, Inc., which funds are expected to be used, in part, to retire certain existing indebtedness of FiscalNote and its subsidiaries, as well as for working capital and general corporate purposes (the “Debt Financing”). The Debt Financing is expected to consist of a senior secured term loan facility in an aggregate principal amount of up to $150.0 million (including the First Out Term Loans under FiscalNote, Inc.’s existing senior credit facility, which will be refinanced under the new facility on amended terms). The annual interest is expected to consist of the greater of (a) Prime Rate (as referenced in the Debt Committment Letter) plus 5.0% and (b) 9.0% and PIK interest of 1.00%. The term loan facility is expected to mature five years after the Closing.
The funding of the Debt Financing is expected to be contingent on the satisfaction or waiver of certain conditions set forth in the Debt Commitment Letter, including, without limitation, execution and delivery of definitive documentation consistent with the final terms of the Debt Commitment Letter and a requirement for unrestricted cash on the balance sheet of New FiscalNote on a consolidated basis (after giving effect to the Business Combination and the other transactions contemplated thereby) to be no less than $100 million (the “Minimum Liquidity Condition”). The funding of the Debt Financing is available until the earliest of (a) the termination of the Business Combination Agreement by FiscalNote, prior to closing of the Business Combination, (b) the consummation of the Business Combination without the use of the Debt Financing and (c) 11:59 p.m., New York City time, on August 7, 2022.
Special Meeting of DSAC Shareholders and the Proposals
The Special Meeting will convene on July 27, 2022 at 9:00 a.m. New York City time, at the offices of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, NY 10017, or virtually via live webcast at www.cstproxy.com/dsac/2022. Shareholders may attend, vote and examine the list of DSAC shareholders entitled to vote at the Special Meeting by visiting www.cstproxy.com/dsac/2022 and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.
Approval of the Condition Precedent Proposals is a condition to the obligation of both DSAC and FiscalNote to complete the Business Combination.
Only holders of record of issued and outstanding DSAC ordinary shares as of the close of business on June 23, 2022, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of DSAC ordinary shares that you owned as of the close of business on the record date.
A quorum of shareholders is necessary to hold a valid shareholder meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a
 
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majority of the outstanding DSAC ordinary shares as of the record date are present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum. As of the date hereof, the Sponsor and other initial shareholders of DSAC own approximately 38% of DSAC’s total outstanding shares.
Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
Approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal.
Approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
Approval of each of the Advisory Governing Documents Proposals, each of which is a nonbinding vote, requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions has any effect on the outcome of the proposal.
Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Under the terms of the Current Charter, only the holders of the DSAC Class B ordinary shares are entitled to vote on the election of directors to our board of directors. Therefore, only holders of the DSAC Class B ordinary shares will vote on the election of directors at the Special Meeting. Neither the failure to vote nor abstentions has any effect on the outcome of the proposal.
Approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions will have any effect on the outcome of the proposal.
Approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions has any effect on the outcome of the proposal.
Approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. Neither the failure to vote nor abstentions has any effect on the outcome of the proposal.
Recommendation of the DSAC Board
The DSAC Board has determined that the Business Combination is advisable and in the best interests of the DSAC shareholders and recommends that the DSAC shareholders adopt the Business Combination
 
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Agreement and approve the Business Combination. The DSAC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors, as described in “The Business Combination Proposal — DSAC Board’s Reasons for the Approval of the Business Combination” beginning on page 133.
The DSAC Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Governing Documents Proposals, “FOR” the approval of the election of each director nominee pursuant to the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Long-Term Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.
For more information about the DSAC Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and DSAC Board Recommendation” and “The Business Combination Proposal — DSAC Board’s Reasons for the Approval of the Business Combination.
Regulatory Approvals
The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. The waiting period expired on January 31, 2022 at 11:59 pm New York City time.
In addition, while the Business Combination as a whole is not subject to a mandatory CFIUS filing requirement and review as more fully discussed under “The Business Combination Agreement — CFIUS Approval” included elsewhere in this proxy statement/prospectus, DSAC, Merger Sub and FiscalNote elected to file with CFIUS on a voluntary basis and have conditioned the Sponsor’s board nomination rights on CFIUS Approval. The parties obtained CFIUS Approval on June 6, 2022 for the Business Combination, including both the equity investments reflected in the Business Combination as a whole and the Sponsor’s rights to name two directors to the New FiscalNote Board. The CFIUS Approval was provided without conditions, and neither the process of obtaining, nor the receipt of, the CFIUS Approval had or is expected to have any material effect on the business of DSAC or New FiscalNote. See “The Business Combination Agreement — CFIUS Approval” and “Business of FiscalNote — Regulatory Environment” included elsewhere in this proxy statement/prospectus for more information.
Conditions to the Completion of the Business Combination
The Business Combination is subject to customary closing conditions, including, among others, (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, (ii) DSAC having, and having not redeemed, DSAC Class A ordinary shares or made payments in connection with the Private Placements in an amount that would cause DSAC not to have, at least $5,000,001 of net tangible assets, (iii) the required approval of DSAC shareholders having been obtained for the Business Combination, (iv) the required approval of FiscalNote stockholders having been obtained for the Business Combination, and (v) the New FiscalNote Class A Common stock to be issued in connection with the Business Combination having been approved for listing on the NYSE. The obligations of DSAC to complete the Business Combination are further conditioned on other closing conditions, including (i) no material adverse effect with respect to FiscalNote having occurred after the date of the Business Combination Agreement, the material adverse effects of which are continuing, (ii) the representations and warranties of FiscalNote being true as of the Closing (subject to customary materiality qualifications) and (iii) FiscalNote having complied with its agreements and covenants in the Business Combination Agreement in all material respects. The obligations of FiscalNote to complete the Business Combination are further conditioned on other closing conditions, including the Minimum Proceeds Condition being satisfied.
Termination
Mutual Termination Rights
The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:
 
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by mutual written consent of DSAC and FiscalNote;

by either FiscalNote or DSAC if the consummation of the Merger is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable governmental order;

by either FiscalNote or DSAC if the Closing has not occurred before August 7, 2022 (the “Termination Date”); provided that the right to terminate the Business Combination Agreement pursuant to this bullet shall not be available to FiscalNote or DSAC if such party’s breach of any of its obligations under the Business Combination Agreement is the primary cause of the failure of the Closing to have occurred before the Termination Date; or

by either FiscalNote or DSAC if the required approval of DSAC shareholders is not obtained at the Special Meeting (subject to any permitted adjournment or postponement of the Special Meeting in accordance with the Business Combination Agreement).
Termination Rights of FiscalNote
The Business Combination Agreement may be terminated by FiscalNote and the transactions contemplated thereby abandoned if any of DSAC’s or Merger Sub’s representations or warranties has failed to be true and correct or if DSAC or Merger Sub has failed to perform or comply with any covenant or agreements set forth in the Business Combination Agreement such that the conditions described in “The Business Combination Agreement — Conditions to Closing — Additional Conditions to the Obligations of FiscalNote — Representations and Warranties” and “— Agreements and Covenants” would not be satisfied at the Closing, and (A) such failure, by its nature, could not be cured prior to the Termination Date through DSAC’s exercise of its reasonable best efforts or (B) such failure has not been cured by the earlier of (x) the date that is thirty (30) days after the date on which FiscalNote has first notified DSAC in writing of such failure (or such earlier time after DSAC’s receipt of such notice as DSAC has ceased to use reasonable best efforts to cure such failure) and (y) the Termination Date; provided that the right to terminate the Business Combination Agreement under this bullet will not be available to FiscalNote at any time at which DSAC would have the ability to terminate the Business Combination Agreement pursuant to its corresponding termination right described below.
Termination Rights of DSAC
The Business Combination Agreement may be terminated by DSAC and the transactions contemplated thereby abandoned if any of FiscalNote’s representations or warranties has failed to be true and correct or if FiscalNote has failed to perform or comply with any covenant or agreements set forth in the Business Combination Agreement such that the conditions described in “The Business Combination Agreement — Conditions to Closing — Additional Conditions to the Obligations of DSAC and Merger Sub — Representations and Warranties” and “— Agreements and Covenants” would not be satisfied at the Closing, and such failure (A) has not been cured by the earlier of (x) the date that is thirty (30) days after the date on which FiscalNote has first notified DSAC in writing of such failure and (y) the Termination Date or (B) by its nature cannot be cured prior to the Termination Date through exercise of its reasonable efforts; provided that the right to terminate this Agreement under this bullet will not be available to DSAC at any time at which FiscalNote would have the ability to terminate the Business Combination Agreement pursuant to its corresponding termination right described above.
Redemption Rights
Pursuant to the Current Charter, a public shareholder may request that DSAC redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to 5:00 p.m., New York City time, on July 25, 2022, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is
 
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requested, to the transfer agent that DSAC redeem your public shares for cash and (b) deliver your share certificates (if any) and other redemption forms (as applicable) (either physically or electronically) to the transfer agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, public shares will not be redeemed for cash, even if their holders have properly exercised redemption rights with respect to such public shares. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, DSAC’s transfer agent, DSAC will redeem such public shares upon or promptly after the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of March 31, 2022, this would have amounted to approximately $10.00 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. In addition, we have entered into a Backstop Agreement, dated as of November 7, 2021, with certain affiliates of the Sponsor in connection with the signing of the Business Combination Agreement, pursuant to which certain affiliates of the Sponsor have agreed, subject to the other terms and conditions included therein, to subscribe for New DSAC Class A Common Stock at the Closing in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount of up to $175,000,000. Accordingly, the Business Combination may be consummated and the amount of funds in the Trust Account will remain unchanged due to commitment of the Sponsor and its affiliates under the Backstop Agreement even though the number of public shares and public shareholders are reduced as a result of redemptions by public shareholders.
Pursuant to the terms of the Business Combination Agreement, in connection with the Domestication, on the Closing Date prior to the Effective Time, each issued and outstanding DSAC Class A ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock and each issued and outstanding DSAC Class B ordinary share will be converted, on a one-for-one basis, into shares of New DSAC Class A Common Stock. In addition, following the Domestication and immediately prior to the consummation of the Business Combination, the holders of DSAC Class A ordinary shares that do not elect to redeem their shares will, following the Domestication, receive a distribution of 0.57 shares of New FiscalNote Class A common stock for each share of New DSAC Class A Common Stock received in the Domestication.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Holders of our warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
DSAC shareholders, DSAC warrant holders and unit holders do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. DSAC has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares at the Special Meeting if it
 
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revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting—Revoking Your Proxy.
Interests of DSAC’s Directors and Officers and Others in the Business Combination
When you consider the recommendation of the DSAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that DSAC’s Sponsor and its directors and officers have interests in the Business Combination that are different from, or in addition to, those of DSAC shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we are unable to complete our initial business combination by November 2, 2022 or a later date approved by our shareholders, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our private placement warrants, which will expire worthless if we fail to complete our initial business combination by November 2, 2022 or a later date approved by our shareholders.

The Sponsor purchased 5,031,250 Founder Shares prior to the IPO for an aggregate purchase price of $25,000 or approximately $0.005 per share, subsequently forfeited 656,250 Founder Shares for no consideration upon the expiration of the underwriters’ over-allotment option. The Sponsor, its affiliates and certain of our directors currently hold an aggregate of 4,375,000 Founder Shares and 4,000,000 DSAC Class A ordinary shares, which collectively accounted for approximately 38% of our outstanding shares after the consummation of the initial public offering. As of July 1, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $83,080,000, based upon a closing price of $9.92 per DSAC Class A ordinary share on Nasdaq. Upon the Closing, the Founder Shares will be converted into 4,375,000 shares of New FiscalNote Class A common stock. The Founder Shares are expected to be worthless if the Business Combination or another business combination is not completed by November 2, 2022 or a later date approved by our shareholders because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares.

Simultaneously with the closing of the IPO and in October 2021, we consummated the sale of 5,500,000 and 1,500,000 private placement warrants, respectively, at a price of $1.00 per warrant in a Private Placement to our Sponsor and its affiliates. As a result of the Warrant Adjustment, the Sponsor and its affiliates would own an aggregate of 11,000,000 private warrants, each exercisable commencing 30 days following the Closing Date for one share of New FiscalNote Class A common stock at an exercise price of $7.32 per share. The private placement warrants are identical to the public warrants sold as part of the Units issued in the IPO except that, so long as they are held by our Sponsor and its affiliates or their permitted transferees: (i) the private warrants will not be redeemable by us; (ii) the private placement warrants (including the Class A Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor and its affiliates until 30 days after the completion of an initial business combination; (iii) they may be exercised by the holders on a cashless basis; and (iv) they are subject to registration rights. If we do not consummate a business combination transaction by November 2, 2022 or a later date approved by our shareholders, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor and its affiliates will be worthless. As of July 1, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of the private warrants held
 
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by our Sponsor and its affiliates, if unrestricted and freely tradable, would be $5,161,100, based upon a closing price of $0.7373 per DSAC public warrant on Nasdaq.

Our Sponsor has made an investment for the Founder Shares at an average price per share of approximately $0.005 prior to the consummation of the IPO. As a result, even if the trading price of the New FiscalNote Class A common stock significantly declines, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount the Sponsor paid to purchase such shares. Given the differential in the purchase price that the Sponsor paid for the Founder Shares and the purchase price that the Sponsor paid for the private placement warrants as compared to the price of the Public Shares and public warrants and the substantial number of New FiscalNote Class A common stock that the Sponsor and the DSAC directors currently holding Founder Shares will receive upon conversion of the Founder Shares and the private placement warrants, the Sponsor and these directors can earn a positive return on their investment, even if other DSAC shareholders have a negative return on their investment in New FiscalNote.

Our Sponsor, officers and directors will lose their entire investment of $7,025,000, consisting of the Sponsor’s $25,000 initial investment and the Sponsor’s $7,000,000 private placement warrant purchase price, if we do not complete a business combination by November 2, 2022 or a later date approved by our shareholders.

In connection with the signing of the Business Combination Agreement, DSAC and the Backstop Parties entered into certain Backstop Agreement whereby the Backstop Parties have agreed, subject to the other terms and conditions included therein, at the Closing, to subscribe for New DSAC Class A Common Stock in order to fund redemptions by shareholders of DSAC, if any, in connection with the Business Combination, in an amount of up to $175,000,000. The Backstop Agreement was executed by DSAC and the Backstop Parties primarily to ensure the satisfaction of the minimum cash proceeds condition set forth under the Business Combination Agreement, reduce redemption related risks and facilitate the successful consummation of the Business Combination. In addition, funds received from the backstop transactions will be deposited into the Trust Account and utilized by New FiscalNote subsequent to the Closing for its working capital and other purposes, which will improve the financial condition of New FiscalNote. The Backstop Parties and the Sponsor will benefit from the backstop transactions and the consummation of the Business Combination, which benefits (i) include increasing certainty for the Sponsor and its affiliates, including the Backstop Parties, that the Business Combination will be successfully consummated and fulfilling the Sponsor’s investment objectives in connection with DSAC, (ii) include the issuance of Bonus Shares to non-redeeming DSAC shareholders (including the Sponsor and its affiliates and the Backstop Parties) following the Domestication and immediately prior to the consummation of the Business Combination thereby incentivizing DSAC shareholders to not elect to redeem their shares thus reducing the obligations of the Backstop Parties under the Backstop Agreement and resulting in additional benefits to the Sponsor and its affiliates despite their contractual obligations to not redeem in the case of the 4,000,000 DSAC Class A ordinary shares held by the Sponsor and its affiliates, (iii) include the issuance of up to 10,000,000 Bonus Shares in a maximum redemption scenario (or up to 2,286,000 Bonus Shares in a minimum redemption scenario) to the Backstop Parties in the same ratio as the non-redeeming DSAC shareholders and the increase of the Sponsor’s ownership percentage in the common stock of New FiscalNote upon Closing as a result thereof, and (iv) are different from, or in addition to, those available to DSAC shareholders and warrant holders generally as a result of the consummation of the Business Combination as fully described under the section entitled “The Business Combination Proposal — Interests of DSAC’s Directors and Officers and Others in the Business Combination.

Mr. Jain will serve as a director of New FiscalNote after the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the New FiscalNote Board determines to pay to its directors.

Our Sponsor and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if DSAC fails to complete a business combination by November 2, 2022 or a later date approved by our shareholders.
 
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Funds affiliated with the Sponsor hold convertible notes in FiscalNote with an aggregate principal of $3 million, which will convert into approximately 0.3 million shares of FiscalNote Class A common stock immediately prior to, and further convert into approximately 0.4 million shares of New FiscalNote Class A common stock in connection with, the Closing.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to DSAC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, New FiscalNote will indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by DSAC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. To date, we have not incurred any such out-of-pocket expenses.

DSAC’s Current Charter contains a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with DSAC but not offered due to a DSAC director’s duties to another entity. DSAC does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in its Current Charter impacted its search for an acquisition target and DSAC was not prevented from reviewing any opportunities as a result of such waiver.
The foregoing interests present a risk that the Sponsor, DSAC’s officers and directors and their affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with the public shareholders. As such, the Sponsor and DSAC’s officers and directors may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to public shareholders rather than liquidate.
The existence of financial and personal interests of the DSAC directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for DSAC and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors — Risks Related to DSAC and the Business Combination — Directors, officers and initial shareholders of DSAC have potential conflicts of interest in recommending that DSAC’s shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus” and “The Business Combination Proposal — Interests of DSAC’s Directors and Officers and Others in the Business Combination” for further discussion of this and other risks.
Stock Exchange Listing
DSAC’s units, Class A ordinary shares and public warrants are publicly traded on Nasdaq under the symbols “DSACU,” “DSAC” and “DSACW”, respectively. DSAC has applied to list the New FiscalNote Class A common stock and warrants on the NYSE under the symbols “NOTE” and “NOTEW,” respectively, upon the Closing. New FiscalNote will not have units traded following the Closing.
 
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Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the transactions contemplated by the Business Combination Agreement. Where actual amounts are not known or knowable, the figures below represent FiscalNote’s good faith estimate of such amounts assuming a Closing as of June 30, 2022.
(in millions)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Sources
Proceeds from Trust Account(1)
$ 175 $ 175
Debt Financing(2)
75 75
Sponsor Equity
44 44
FiscalNote Shareholder Rollover(5)
1,000 1,000
Total Sources
$ 1,294 $ 1,294
Uses
FiscalNote Shareholder Rollover(5)
$ 1,000 $ 1,000
Debt Paydown(3)
102 102
Sponsor Equity Rollover
44 44
Cash to Balance Sheet(3)
113 113
Estimated Fees & Expenses(4)
35 35
Total Uses
$ 1,294 $ 1,294
(1)
As of March 31, 2022 and taking into account transactions contemplated by the Backstop Agreement.
(2)
Reflects expected incremental principal amount of senior secured credit facility issued in connection with the Debt Financing. The total principal amount is expected to be $150.0 million, inclusive of the First Out Term Loans under the existing senior facility, which will be refinanced on amended terms.
(3)
Reflects assumed amount of cash that will be used to repay a certain amount of our debt outstanding at Closing. In the event that the actual amount of our debt repaid at Closing is greater than (or less than, as the case may be), there will be a corresponding decrease in the amount of cash (or increase in, as the case may be) to our balance sheet at Closing.
(4)