Maso Capital Partners Form 4/A FiscalNote / Sohit Khurana ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Maso Capital Partners Ltd

(Last) (First) (Middle)

C/O DUDDELL STREET ACQUISITION CORP.

8/F PRINTING HOUSE, 6 DUDDELL STREET

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/31/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								606,250	I	By Duddell Street Holdings Ltd(1)
Class A Common Stock								3,450,320	I	By Maso Capital Investments Limited(2)(3)
Class A Common Stock								17,854,774	I	By Blackwell Partners LLC - Series A(3)(4)
Class A Common Stock								7,002,387	I	By Star V Partners LLC(3)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Maso Capital Partners Ltd

(Last) (First) (Middle)

C/O DUDDELL STREET ACQUISITION CORP.

8/F PRINTING HOUSE, 6 DUDDELL STREET

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khurana Sohit

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FLOOR

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

Explanation of Responses:

1. The shares are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Allan Finnerty.

2. These shares are held of record by MCIL. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL.

3. MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

4. These shares are held of record by BPL. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL.

5. These shares are held of record by SVPL. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.

Remarks:

This amendment to Form 4 is filed solely for the purpose of including Maso Capital Partners Limited and Sohit Khurana, who were excluded from the original Form 4 filed on May 31, 2024.

	Maso Capital Partners Limited, by: /s/ Todd Aman, Attorney-in-Fact	06/04/2024
	/s/ Sohit Khurana	06/04/2024
	** Signature of Reporting Person	Date
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