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

Date of Report (Date of earliest event reported): October 30, 2024

 

FISCALNOTE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39672		88-3772307
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1201 Pennsylvania Avenue NW, 6th Floor,

Washington, D.C. 20004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202) 793-5300

(Former name or former address, if changed since last report)

 

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:

 

☐	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:

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Class A common Stock, par value $0.0001 per share		NOTE		NYSE
Warrants to purchase one share of Class A common Stock		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). ☒

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 7.01.

Regulation FD Disclosure.

On October 31, 2024, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing the sale of Aicel Technologies, Inc. (“Aicel”) described below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished on this report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01

Other Events.

On October 30, 2024 (the “Closing Date”), the Company closed the sale of its subsidiary, Aicel, to Vaon Technology Co., Ltd. for $8.5 million in cash consideration (the “Cash Consideration”) and the assumption of Aicel’s convertible bond with approximately $1.2 million in principal amount outstanding. The Company used $5.3 of the Cash Consideration to retire $5.0 million in principal and accrued interest under the Company’s Senior Term Loan and pay prepayment and exit fees associated with the retired amount. The remainder of the Cash Consideration was allocated to a management incentive program for key Aicel members and pay taxes, fees and expenses incurred by the Company in connection with the transaction.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated October 31, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL).

 

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.