FiscalNote files an amendment to its previously filed Form S-1 registration statement

WASHINGTON, September 29, 2022–(BUSINESS WIRE)–FiscalNote (NYSE:NOTE), a leading AI-driven enterprise SaaS company that provides market intelligence and data insights, today announced that it had filed an amendment to the resale registration statement on Form S-1 (the “Registration Statement”) that the Company previously filed with the United States Securities & Exchange Commission (the “SEC” ) on August 26, 2022.

The Company has amended the registration statement to respond to comments from SEC staff as part of its regular review process. Today’s amendment filing does not record a new issue of securities as part of a capital raising transaction. As the Company stated in its second quarter 2022 earnings release on August 15, 2022, the Company believes that it has sufficient funding to support its organic growth and anticipated M&A opportunities following the successful business combination of the Company and its subsequent listing on the New York Stock Exchange, which generated approximately $92 million of balance sheet cash, $150 million of gross debt and $100 million of debt capacity additional as of June 30, 2022. Additionally, in the Company’s second quarter earnings release on August 15, 2022, the Company reiterated its belief that it remains on track to achieve positive Adjusted EBITDA in the fourth quarter. of 2023.

The registration statement has been filed with the SEC but has not yet become effective. The securities covered by the registration statement may not be sold or offers to buy accepted prior to the effective date of the registration statement. Sales by affiliates are also subject to the expiration of applicable “lock-up” periods and other restrictions under applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of such state or territory. The registration statement and the preliminary prospectus it contains may be viewed on the SEC’s website at www.sec.gov.

About FiscalNote

FiscalNote (NYSE: NOTE) is a leading provider of global market and policy information technology. By uniquely combining AI technology, actionable data, and insights from experts and peers, FiscalNote enables clients to manage policies, respond to regulatory changes, and mitigate global risks. Since 2013, FiscalNote has pioneered technology that provides mission-critical information and the tools to turn it into action. Home to CQ, Equilibrium, FrontierView, Oxford Analytica, VoterVoice and many other industry-leading brands, FiscalNote serves over 5,000 clients worldwide with global offices in North America, Europe, Asia and Australia. To learn more about FiscalNote and its family of brands, visit FiscalNote.com and follow @FiscalNote.

Forward-looking statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of FiscalNote. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability and expected growth in the industry in which FiscalNote operates are forward-looking statements. In some instances, you can identify forward-looking statements by words such as “pro forma”, “may”, “should”, “could”, “could”, “plan”, “possible”, “project”. , “endeavours”, “budget”, “forecast”, “expects”, “intends”, “will”, “estimates”, “anticipates”, “believes”, “predicts”, ” potential” or “continuous”, or the negatives of these terms or their variants or similar terminology. These forward-looking statements are subject to important risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Factors that could affect these forward-looking statements include, but are not limited to:

  • FiscalNote’s ability to effectively manage its growth;

  • changes in FiscalNote’s strategy, future operations, financial condition, estimated revenues and losses, forecasts, projected costs, prospects and plans;

  • future capital requirements of FiscalNote;

  • the 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 product and service offerings to existing customers, expand into geographic markets or identify higher growth areas;

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

  • FiscalNote’s ability to develop, improve and integrate its existing platforms, products and services;

  • FiscalNote’s ability to successfully identify acquisition opportunities, complete acquisitions on commercially satisfactory terms, successfully integrate potentially acquired businesses and services, and then 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 the networks or systems of FiscalNote or those of its service providers;

  • FiscalNote’s ability to obtain and maintain accurate, complete 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 to anticipate new methods or technologies, for collecting, organizing and analyzing data to support its products and services;

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

  • large, well-funded companies that are modifying 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 relating to the sale of products and services to US 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 activities;

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

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

  • general adverse 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 quality internal control for public companies over financial reporting;

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

  • litigation and the ability to adequately protect FiscalNote’s intellectual property rights.

These and other important factors discussed under “Risk Factors” in the registration statement on Form S-1/A filed on September 28, 2022, and subsequent filings with the SEC may cause actual results differ materially from those indicated by the preliminary draft. – forward-looking statements made in this press release. These forward-looking statements are based on estimates and assumptions which, although considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be taken as a representation by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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contacts

Media
Nicholas Graham
TaxNote
[email protected]

Investors
Sara Buda
TaxNote
[email protected]

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