UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 15, 2024 |
FISCALNOTE HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39672 | 88-3772307 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1201 Pennsylvania Avenue NW 6th Floor | |
Washington, District of Columbia | | 20004 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (202) 793-5300 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Symbol(s) | |
Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share | | NOTE | | NYSE |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per warrant | | NOTE.WS | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2024, Conrad Yiu, a member of the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”), and a member of the Corporate Governance Committee and M&A Committee of the Board, notified the Company of his decision to retire as a director effective on December 31, 2024 in order to focus on his Australia-based business interests and personal and professional commitments. Mr. Yiu’s decision is not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is grateful to Mr. Yiu for his service as a director over the past several years. Following Mr. Yiu’s retirement, the size of the Board will be reduced to nine members.
Item 7.01 Regulation FD Disclosure.
On December 19, 2024, the Company issued a press release with respect to Mr. Yiu’s retirement from the Board of Directors.
The information disclosed under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are furnished with this report: |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| FISCALNOTE HOLDINGS, INC. |
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Date: | December 19, 2024 | By: | /s/ Todd Aman |
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| Name: Todd Aman
Title: SVP, General Counsel & Secretary |
