NOTE on OTC

FiscalNote Holdings, Inc.

American business services company based in Washington, listed on OTC (NOTE)1

In its 2026 annual report the company says: “We deliver deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, our flagship platform. Our PolicyNote suite rapidly provides users with the clarity on the policy landscape needed to make an impact.”13

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Last updated Oct 21, 2026.

Overview

$95.4MRevenue, fiscal 20252
-$65.2MNet income, fiscal 20252

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  • TickerNOTE on OTC1
  • IndustryServices-Business Services, NEC1
  • HeadquartersWashington, the District of Columbia1
  • Incorporated inDE3
  • Business address1201 Pennsylvania Avenue Nw, 6Th Floor, Washington, Dc 200043
  • Filer categoryAccelerated filer, Smaller reporting company3
  • Legal formCorporation

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-51.9%Operating margin2
-68.4%Net margin2
-20.7%Revenue growth, 20252
-105.3%Return on equity2
2.03×Debt to equity2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development10¢$9.6M
  • Other costs89¢$84.6M
  • Income tax1¢$1.2M

Out of $95.4M in revenue.2 The company lost money this year.

Financial statements

Revenue5672$95.4M in 2025+15% since 2021
0$50.0M$100.0M$150.0M2021: $82.9M$82.9M20212022: $113.8M$113.8M2022+37%2023: $132.6M$132.6M2023+17%2024: $120.3M$120.3M2024−9%2025: $95.4M$95.4M2025−21%
Operating income5672-$49.5M in 2025−11% since 2021
-$100.0M-$75.0M-$50.0M-$25.0M02021: -$55.6M-$55.6M20212022: -$88.2M-$88.2M2022+59%2023: -$97.7M-$97.7M2023+11%2024: -$31.9M-$31.9M2024−67%2025: -$49.5M-$49.5M2025+55%
Net income5672-$65.2M in 2025−40% since 2021
-$300.0M-$200.0M-$100.0M0$100.0M2021: -$109.4M-$109.4M20212022: -$218.3M-$218.3M2022+99%2023: -$115.5M-$115.5M2023−47%2024: $9.5M$9.5M20242025: -$65.2M-$65.2M2025
Fiscal year202020212022202320242025
Revenue$82.9M5$113.8M6$132.6M7$120.3M2$95.4M2
Research and development$24.0M5$20.7M6$18.2M7$12.8M2$9.6M2
Operating expenses$138.5M5$202.0M6$230.4M7$152.2M2$144.9M2
Operating income-$55.6M5-$88.2M6-$97.7M7-$31.9M2-$49.5M2
Income before tax-$117.3M5-$221.5M6-$115.2M7$10.1M2-$66.5M2
Income tax-$7.9M5-$3.3M6$223.0K7$536.0K2-$1.2M2
Net income-$109.4M5-$218.3M6-$115.5M7$9.5M2-$65.2M2
Earnings per share-$19.805-$3.686-$0.887$0.832-$4.652
Earnings per share (diluted)-$19.805-$3.686-$0.887$0.832-$4.652
Shares (weighted, basic)15.5M shares566.5M shares6131.4M shares711.4M shares214.0M shares2
Shares (weighted, diluted)15.5M shares566.5M shares6131.4M shares711.4M shares214.0M shares2

Compare FiscalNote Holdings, Inc. with another company

Corporate structure

FiscalNote Holdings, Inc. sits at the top of its group. 16 entities, 6 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FiscalNote Holdings, Inc.

  • STONEHILL CAPITAL MANAGEMENT LLC Filed SC 13G/A on FiscalNote Holdings, Inc., latest Jan 31, 2024 (2 filings since Aug 12, 2022)
  • Keith Nilsson Filed SC 13D/A on FiscalNote Holdings, Inc., latest Dec 18, 2023 (3 filings since Aug 8, 2022)
  • Gerald Yao Filed SC 13D/A on FiscalNote Holdings, Inc., latest Nov 29, 2023 (2 filings since Aug 8, 2022)
  • Tim Hwang Filed SC 13D/A on FiscalNote Holdings, Inc., latest Nov 17, 2023 (3 filings since Aug 8, 2022)
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SC 13G/A on FiscalNote Holdings, Inc., latest Feb 14, 2023 (2 filings since Dec 21, 2021)
  • Duddell Street Holdings Ltd Filed SC 13D/A on FiscalNote Holdings, Inc., latest Jan 25, 2023 (2 filings since Aug 8, 2022)
  • NINE MASTS CAPITAL Ltd Filed SC 13G/A on FiscalNote Holdings, Inc., latest Jul 26, 2022 (2 filings since Feb 10, 2022)
  • Saba Capital Management, L.P. Filed SC 13G/A on FiscalNote Holdings, Inc., latest Feb 14, 2022
  • FiscalNote Holdings, Inc. Washington, the District of Columbia
    • CQ-Roll Call, Inc. Subsidiary · Delaware, United States
    • Curate Solutions, Inc. Subsidiary · Delaware, United States
    • Equilibrium World Pte. Ltd. Subsidiary · Singapore
    • FactSquared, LLC Subsidiary · Delaware, United States
    • Fireside 21, LLC Subsidiary · Delaware, United States
    • FiscalNote Europe Limited Subsidiary · Ireland
    • FiscalNote India Private Limited Subsidiary · India
    • FiscalNote Intermediate Holdco, Inc. Subsidiary · Delaware, United States
    • FiscalNote, Inc. Subsidiary · Delaware, United States
    • Frontier Strategy Group Asia Pacific Pte. Ltd. Subsidiary · Singapore
    • Frontier Strategy Group LLC Subsidiary · Delaware, United States
    • Frontier Strategy UK Limited Subsidiary · United Kingdom
    • Predata, Inc. Subsidiary · Delaware, United States
    • Shungham Information SPRL Subsidiary · Belgium
    • VoterVoice, L.L.C. Subsidiary · Louisiana, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FiscalNote Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$38.3M2 Dec 31, 2025$34.9M2 Dec 31, 2024+9.6%
Property and equipment, before depreciation$12.1M2 Dec 31, 2025$12.2M2 Dec 31, 2024−1.0%
Accumulated depreciation$7.9M2 Dec 31, 2025$7.2M2 Dec 31, 2024+10.5%
Property and equipment, net$4.2M2 Dec 31, 2025$5.1M2 Dec 31, 2024−17.3%
Operating-lease assets (leased space)$13.6M2 Dec 31, 2025$15.6M2 Dec 31, 2024−12.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$24.3M2 Dec 31, 2025$28.8M2 Dec 31, 2024−15.6%
Marketable securities, current$2.0M2 Dec 31, 2025$5.8M2 Dec 31, 2024−65.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$123.0M2 Dec 31, 2025$159.1M2 Dec 31, 2024−22.7%
Finite-lived intangibles, gross$128.2M2 Dec 31, 2025$149.6M2 Dec 31, 2024−14.3%
Accumulated amortization$75.3M2 Dec 31, 2025$78.7M2 Dec 31, 2024−4.4%
Finite-lived intangibles, net$53.0M2 Dec 31, 2025$70.9M2 Dec 31, 2024−25.3%

Properties, in its own words

The Company’s principal executive offices and global headquarters are located in Washington, D.C., and consist of approximately 65,000 square feet of space under a lease that expires on May 31, 2031. We also maintain a presence in a number of other jurisdictions internationally, including London, United Kingdom; Brussels, Belgium; Gurugram, India; and Singapore. We use these facilities for research and development, product engineering, sales and marketing, communications, finance, information technology and security, legal, human resources, and other administrative functions. We believe that our existing properties are suitable and adequate for our current needs, and we will continue to assess our facilities requirements as our business grows and operations evolve.

Item 2 of the 10-K filed Mar 24, 2026.13

Leadership

Who has led FiscalNote Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerRichard Henderson named Feb 10, 2023 to Apr 14, 202339
  • Executive OfficerVlad Edelman named Feb 10, 202340
  • DirectorMichael Callahan named Feb 10, 2023 to Aug 18, 202541
  • DirectorTimothy Hwang named Feb 10, 2023 to Aug 18, 202541
  • DirectorStanley McChrystal named Feb 10, 2023 to Mar 28, 202542

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CQ-Roll Call, Inc. Delaware4
  • Curate Solutions, Inc. Delaware4
  • Equilibrium World Pte. Ltd. Singapore4
  • FactSquared, LLC Delaware4
  • Fireside 21, LLC Delaware4
  • FiscalNote Europe Limited Ireland4
  • FiscalNote India Private Limited India4
  • FiscalNote Intermediate Holdco, Inc. Delaware4
  • FiscalNote, Inc. Delaware4
  • Frontier Strategy Group Asia Pacific Pte. Ltd. Singapore4
  • Frontier Strategy Group LLC Delaware4
  • Frontier Strategy UK Limited United Kingdom4
  • Predata, Inc. Delaware4
  • Shungham Information SPRL Belgium4
  • VoterVoice, L.L.C. Louisiana4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Duddell Street Acquisition Corp.Sep 8, 2020 to Jul 29, 20223

Timeline

  1. Sep 2, 20268-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure43
  2. Aug 10, 20268-K Results of operations44
  3. Jul 28, 20268-K Executive or director change45
  4. Jul 24, 20268-K Other events46
  5. Jul 10, 2026New chief executive Key Compton becomes CEO14
  6. Jun 26, 20268-K Executive or director change47
  7. Jun 24, 20268-K Other events48
  8. Jun 16, 20268-K Entered a material agreement; Other events49
  9. May 29, 20268-K Shareholder vote50
  10. May 18, 20268-K Other events51
  11. May 7, 20268-K Results of operations52
  12. Apr 21, 20268-K Other events53
  13. Mar 26, 20268-K Listing notice or transfer; Other events54
  14. Jan 3, 2025New chief executive Josh Resnik becomes CEO15
  15. Oct 28, 2020New chief executive Manoj Jain becomes CEO16

Calendar

Coming up

  1. Around Nov 13, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results44
  2. May 7, 2026Reported quarterly or annual results52
  3. Mar 19, 2026Reported quarterly or annual results55
  4. Aug 7, 2025Reported quarterly or annual results56
  5. May 12, 2025Reported quarterly or annual results57
  6. Mar 13, 2025Reported quarterly or annual results58
  7. Nov 12, 2024Reported quarterly or annual results59
  8. Aug 8, 2024Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

848 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 80 major events, 431 insider forms, 17 large holders, 6 private raises, 293 other. The latest 20:

  1. Oct 8, 20264 EDGAR
  2. Oct 8, 20264 EDGAR
  3. Sep 2, 20268-K EDGAR
  4. Aug 14, 2026S-8 EDGAR
  5. Aug 10, 202610-Q EDGAR
  6. Aug 10, 20268-K EDGAR
  7. Jul 29, 20264 EDGAR
  8. Jul 29, 20264 EDGAR
  9. Jul 28, 20264 EDGAR
  10. Jul 28, 20268-K/A EDGAR
  11. Jul 24, 20268-K EDGAR
  12. Jul 10, 20264 EDGAR
  13. Jun 26, 20268-K EDGAR
  14. Jun 24, 20268-K EDGAR
  15. Jun 16, 20268-K EDGAR
  16. May 29, 20268-K EDGAR
  17. May 19, 20264 EDGAR
  18. May 18, 20268-K EDGAR
  19. May 13, 20264/A EDGAR
  20. May 11, 202610-Q EDGAR

The 848 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

135 open-market trades by officers, directors and large owners since October 2021: 7 buys and 128 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 2, 2026Hwang TimDirectorSale4,090$1.20$4.9KForm 4
Jan 2, 2026Hwang TimDirectorSale1,716$1.61$2.8KForm 4
Dec 2, 2025Hwang TimDirectorSale5,590$1.91$10.7KForm 4
Nov 6, 2025Hwang TimDirectorSale7,695$2.59$19.9KForm 4
Oct 1, 2025Hwang TimDirectorSale4,766$4.80$22.9KForm 4
Sep 3, 2025Hwang TimDirectorSale5,785$4.24$24.5KForm 4
Aug 1, 2025Hwang TimDirectorSale56,155$0.58$32.6KForm 4
Jul 1, 2025Hwang TimDirectorSale37,201$0.65$24.2KForm 4
Jun 2, 2025Resnik JoshPresident and CEOSale3,876$0.64$2.5KForm 4
Jun 2, 2025Hwang TimDirectorSale40,998$0.64$26.2KForm 4
May 19, 2025Aman ToddChief Legal & Admin. OfficerSale528$0.69$364Form 4
May 7, 2025Aman ToddChief Legal & Admin. OfficerSale790$0.64$506Form 4
May 7, 2025Donnell PaulChief Accounting OfficerSale517$0.64$331Form 4
May 7, 2025Hwang TimDirectorSale9,515$0.64$6.1KForm 4
May 1, 2025Hwang TimDirectorSale29,105$0.64$18.6KForm 4
Apr 30, 2025Resnik JoshPresident and CEOSale3,691$0.62$2.3KForm 4
Apr 7, 2025Donnell PaulChief Accounting OfficerSale491$0.75$368Form 4
Apr 3, 2025Resnik JoshPresident and CEOSale4,435$0.68$3.0KForm 4
Apr 3, 2025Hwang TimDirectorSale34,120$0.68$23.2KForm 4
Mar 3, 2025Hwang TimDirectorSale51,137$1.14$58.1KForm 4

All 135 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Josh Resnik$425.0K$2.0M69
2025Jon Slabaugh$385.0K$1.5M69
2025Todd Aman$350.0K$1.4M69
2024CEO and President$400.4K$1.8M69
2024CFO and SVP of CorporateDevelopment$350.6K$1.5M69

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$45.7M 2020–2025
Money received by yearMoney received by year, 2020–2025: $45.7M in all. Private raises (Form D) $37.7M; PPP loans $8.0M.$0$10M$20M$30M2020 · PPP loans: $8.0M202020222023 · Private raises (Form D): $7.5M2024 · Private raises (Form D): $5.5M20242025 · Private raises (Form D): $24.7M2025
Figures by year
YearPrivate raises (Form D)PPP loansTotal
2025$24.7M–$24.7M
2024$5.5M–$5.5M
2023$7.5M–$7.5M
2020–$8.0M$8.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Aug 5, 2025Raised $18.9 million in a private offering of debt41 Form D: $30 million offered in all Form D
  2. Mar 17, 2025Raised $5.8 million in a private offering of securities42 Form D: 1 investor so far Form D
  3. Nov 12, 2024Raised $5.5 million in a private offering of securities70 Form D: 1 investor so far Form D
  4. Dec 8, 2023Raised $6.3 million in a private offering of securities71 Form D: 1 investor so far Form D
  5. Mar 31, 2023Filed a private offering of securities39 Form D: 1 investor so far Form D
  6. Jan 27, 2023Raised $1.2 million in a private offering of securities40 Form D: 1 investor so far Form D

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA72. Matched to this company by name and state.

  1. Apr 11, 2020$8.0M PPP loan (first draw) from JPMorgan Chase Bank, National Association72To FISCALNOTE HOLDINGS, INC., Washington DC; $7.8M forgiven Feb 14, 2022

SEC filer profile

How FiscalNote Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFiscalNote Holdings, Inc.1
  • CIK0001823466
  • Employer ID (EIN)88-377230713
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company13
  • Incorporated inDelaware13
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address1201 Pennsylvania Avenue Nw, 6Th Floor, Washington, DC 200041
  • Phone202 793-53001
  • Shares outstanding18,681,540 Common Class A shares; 690,909 Common Class B shares as of Mar 9, 202613
  • Public float$61.4M as of Jun 30, 202513
  • AuditorRSM U.S. LLP, McLean, Virginia PCAOB ID 49; no auditor attestation of internal control over financial reporting13
  • On EDGAR sinceSep 8, 20201
  • Filings887 in all: 4 (402), 144 (119), 8-K (84), 425 (48), 3 (27), CORRESP (20), 10-Q (18), UPLOAD (17)1
    All 42 form types

    424B3 (13), EFFECT (12), 4/A (10), 144/A (9), S-4/A (8), SC 13G/A (8), S-3 (7), 10-K (6), D (6), NT 10-Q (6), S-8 (6), SC 13D/A (6), SC 13D (5), SC 13G (5), 3/A (4), ARS (4), DEF 14A (4), DEFA14A (4), DEF 14C (3), NT 10-K (3), 10-K/A (2), 8-A12B (2), 8-K/A (2), CERT (2), POS AM (2), PRE 14C (2), S-1 (2), S-1/A (2), S-3/A (2), 25 (1), 25-NSE (1), 424B4 (1), DRS (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 15, 2026
    Latest 8-K (8-K) Sep 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareNOTENYSE
Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrantNOTE.WSNYSE

From the cover page of the 10-K filed Mar 24, 2026 (Section 12(b) of the Exchange Act).13

Risk factors and legal proceedings

The risks FiscalNote Holdings, Inc. names in Item 1A of its 10-K filed Mar 24, 2026: 55 risks under these headings, as written.13

  • Risks Related to Our Business
  • We have a history of net losses and anticipate that operating expenses may grow as we continue to pursue our plans for expansion, and we therefore may not be able to achieve and maintain profitability.
  • We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain industry normative renewal rates, our business, financial condition, results of operations and prospects would be materially and adversely affected.
  • The NYSE may delist our Class A Common Stock if we fail to comply with ongoing listing standards.
  • The delisting of our Class A Common Stock from NYSE could trigger an event of default with respect to our indebtedness and could result in acceleration of our indebtedness, foreclosure on collateral, and could force us to seek bankruptcy protection.
  • U.S. government agency customers represent a material portion of our total revenues. Accordingly, our financial performance and results of operations could be materially adversely affected by changes in the U.S. government’s spending priorities, our inability to win or renew U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and action taken by the U.S. government to modify, delay, curtail or terminate contracts.
  • Prior protracted U.S. government shutdowns have had a negative impact on our revenues, profitability and cash flows, and we expect that such effects will worsen to the extent that the shutdown continues.
  • If we are unable to attract new customers, retain existing customers, expand our products and services offerings with existing customers, expand into areas of higher growth, including in the political prediction markets, our revenue growth and profitability will be harmed.
  • Our efforts to expand our service offerings and further develop our existing services in order to keep pace with policy, regulatory, political and technological developments may not succeed.
  • The Company has completed, and may continue to engage in, strategic transactions, including restructuring, divesting or selling our businesses, products or technologies, that introduce significant risks and uncertainties.
  • Any cost reduction initiatives that we undertake may not deliver the results we expect and these actions may adversely affect our business.
  • We have international operations and assets, including in the U.K. and Belgium, and we sell our products and services to clients globally. These international operations subject us to additional risks that may adversely affect our business, results of operations and financial condition.
The other 44 risks
  • We recognize revenues over the term of the agreements for our subscriptions and, as a result, there is often a lag in realizing the impact of current sales or cancellations in reported revenues, and a significant downturn in our business may not be reflected immediately in our operating results.
  • Our sales cycles are variable, depend upon factors outside our control, and could cause us to expend significant time and resources prior to generating revenues.
  • If we have overestimated the size of our total addressable market, our future growth rate may be limited.
  • We rely on third parties, including public sources, for data, information and other products and services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.
  • If we are not able to obtain and maintain accurate, comprehensive, or reliable data, or if the expert analysis we produce contains any material errors or omissions, we could experience reduced demand for our products and services.
  • Our ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and development resources. If we do not adequately fund our research and development efforts, or if our research and development investments do not translate into material enhancements to our products and services, we may not be able to compete effectively, and our business, financial condition, results of operations and prospects may be adversely affected.
  • Our pricing and product bundling strategy may not meet customers’ price expectations or may adversely affect our revenues.
  • Increased accessibility to free or relatively inexpensive information sources that offer comparable value to customers may reduce demand for our products and services.
  • Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become our direct competitors.
  • If we fail to protect and maintain our brands, our ability to attract and retain customers will be impaired, our reputation may be harmed, and our business, financial condition, results of operations and prospects may suffer.
  • We derive a significant portion of our revenue from U.S. and foreign government agencies and other highly regulated organizations, which are subject to a number of challenges and risks.
  • We assist customers in certain legislative and other governmental relations matters, which activities may be deemed to be lobbying efforts.
  • Our company culture has contributed to our success and if we cannot maintain and evolve our culture as it grows, our business could be materially and adversely affected.
  • We rely on the performance of highly skilled personnel, including our management and other key employees, and the loss of one or more of such personnel, or of a significant number of team members, could harm our business.
  • If we do not effectively maintain and grow our research and development team with top talent, including employees who are trained in AI, machine learning and advanced algorithms, we may be unable to continue to improve our AI capabilities, and our revenues and other results of operations could be adversely affected.
  • Regulators in the U.S. and other jurisdictions where we operate may limit our ability to develop or implement our proprietary technology and/or may eliminate or restrict the confidentiality of our proprietary technology, which could have a material adverse effect on our financial condition and results of operations.
  • Issues in the use of AI (including machine learning) in our platforms may result in reputational harm or liability.
  • We may expand our services to prediction markets as previously disclosed, which presents certain risks and uncertainties.
  • Failure to effectively optimize our marketing and sales capabilities could harm our ability to increase our customer base, expand our engagements with existing customers, and achieve broader market acceptance of our products and services.
  • Any failure to offer high-quality support, professional services and information and analysis for our customers may harm our relationships with our customers and, consequently, our business.
  • We have incurred a significant amount of debt, some of which is secured by substantially all of our assets, and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may limit the funds available to us, and the terms of our debt agreements may restrict our flexibility in operating our business.
  • We are involved in legal actions and claims arising in the ordinary course of business from time to time. Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit the ability to operate our business.
  • Our projections and key performance metrics are subject to significant risks, assumptions, estimates and uncertainties. As a result, our financial and operating results may differ materially from our expectations.
  • Goodwill and other long-lived assets represent a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations.
  • Our use of any “open-source” software under restrictive licenses could: (i) adversely affect our ability to license and commercialize certain elements of our proprietary code based on the commercial terms of our choosing; (ii) result in a loss of our trade secrets or other intellectual property rights with respect to certain portions of our proprietary code; and (iii) subject us to litigation and other disputes.
  • We may not be able to adequately obtain, maintain, protect and enforce our proprietary and intellectual property rights in our data or technology.
  • We may in the future be sued by third parties for various claims including alleged infringement, misappropriation or other violation of proprietary intellectual property rights.
  • We are subject to sanctions, anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
  • We may be exposed to fluctuations in foreign currency exchange rates that could adversely impact our results of operations.
  • We have entered into certain licensing agreements and other strategic relationships with third parties. These agreements and relationships may not continue and we may not be successful in entering into other similar agreements and relationships. If we fail to maintain our current licensing agreements or establish new relationships, it could result in loss of revenue and harm our business and financial condition or inability for us to use the intellectual property licensed to us by the applicable third party.
  • Our risk management processes and procedures may not be effective.
  • We operate in competitive markets and may be adversely affected by this competition.
  • Changes in tax laws or regulations in the various tax jurisdictions to which we are subject that are applied adversely to us or our customers could increase the costs of our products and services and harm our business.
  • Information Technology and Data Risks
  • Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition.
  • We depend on third parties for data, information and other services, and our ability to serve our customers could be adversely impacted if such third parties fail to fulfill their obligations, if we are unable to effectively manage and minimize errors, failures, interruptions or delays caused by third parties or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.
  • Technical problems or disruptions affecting customers’ access to our services, or the software, internal applications, databases, and network systems underlying our services, could damage our reputation and brands and lead to reduced demand for our products and services, lower revenues, and increased costs.
  • Risks Related to the Ownership of Our Class A Common Stock
  • Our Co-Founders hold shares of FiscalNote Class B Common Stock, entitled to twenty-five (25) votes per share, which limits or precludes other stockholders’ ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to our organizational documents and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
  • Sales of a substantial number of our Class A Common Stock into the public market or the perception that such sales might occur, could cause the market price of our Class A Common Stock to decline. Additionally, the issuance of additional shares of our Class A Common Stock will dilute our other stockholders.
  • The Warrants may never be in the money, and may expire worthless.
  • We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives and corporate governance practices.
  • If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A Common Stock, our stock price and trading volume could decline.
  • We may issue preferred stock, the terms of which could adversely affect the voting power or value of our Class A Common Stock.
  • We do not plan to pay dividends in the foreseeable future.
  • Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or other stockholders.

Legal proceedings

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

The opening of Item 3, Legal Proceedings.13

Sources

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