PART I: Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements.) The unaudited condensed consolidated financial statements detail the company's financial position and performance as of June 30, 2023 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $423.0 million while total liabilities rose to $329.2 million, reducing stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $37,260 | $60,388 | | Goodwill | $208,077 | $194,362 | | Total assets | $422,960 | $433,157 | | **Liabilities & Equity** | | | | Deferred revenue, current portion | $48,800 | $35,569 | | Long-term debt, net | $214,700 | $161,980 | | Total liabilities | $329,240 | $288,467 | | Total stockholders' equity | $93,720 | $144,690 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenues grew 20.9% in Q2 2023, though operating losses widened while the net loss for the quarter and H1 improved Q2 2023 vs Q2 2022 Performance (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | | :--- | :--- | :--- | | Total Revenues | $32,842 | $27,174 | | Operating Loss | $(16,978) | $(11,739) | | Net Loss | $(30,973) | $(38,360) | | Basic and Diluted EPS | $(0.23) | $(2.57) | H1 2023 vs H1 2022 Performance (in thousands, except per share data) | Metric | H1 2023 | H1 2022 | | :--- | :--- | :--- | | Total Revenues | $64,371 | $53,245 | | Operating Loss | $(44,349) | $(24,149) | | Net Loss | $(50,246) | $(66,711) | | Basic and Diluted EPS | $(0.38) | $(3.65) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity declined to $93.7 million, primarily due to the net loss and a common stock settlement - Total stockholders' equity decreased from **$144.7 million** at the end of 2022 to **$93.7 million** at June 30, 2023[16](index=16&type=chunk) - Key activities impacting equity in H1 2023 include a **net loss of $50.2 million**, stock-based compensation of $12.0 million, and the return of 5,881,723 shares of common stock valued at $21.4 million as part of a settlement[16](index=16&type=chunk)[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations and investing increased, leading to an overall $23.1 million decrease in cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(20,206) | $(18,348) | | Net cash used in investing activities | $(9,096) | $(6,041) | | Net cash provided by financing activities | $6,564 | $19,727 | | **Net change in cash, cash equivalents, and restricted cash** | **$(23,121)** | **$(5,014)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain accounting policies, acquisitions, debt, goodwill impairment, and other financial items - The company operates as a single operating segment, providing global policy and market intelligence by combining AI technology with analytics and expert insights[19](index=19&type=chunk)[32](index=32&type=chunk) - The company's liquidity is a key consideration, with cash and restricted cash at **$38.1 million** as of June 30, 2023, which management believes is sufficient for the next twelve months[28](index=28&type=chunk)[29](index=29&type=chunk) - A **goodwill impairment charge of $5.8 million** was recognized during the first quarter of 2023 related to the ESG reporting unit[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes Q2 and H1 2023 performance, focusing on revenue growth, operating losses, and liquidity - FiscalNote is a technology provider of global policy and market intelligence, using AI to deliver actionable insights to a diverse customer base[186](index=186&type=chunk) - The July 2022 Business Combination was accounted for as a **reverse recapitalization**, providing net cash proceeds of **$65.6 million**[187](index=187&type=chunk)[188](index=188&type=chunk) - The company focuses on growth through cross-selling, expanding its enterprise and government client base, and strategic acquisitions[197](index=197&type=chunk)[198](index=198&type=chunk) [Key Performance Indicators](index=27&type=section&id=Key%20Performance%20Indicators) Annual Recurring Revenue (ARR) grew to $120.2 million, while Net Revenue Retention (NRR) was 98% Key Performance Indicators | Metric | June 30, 2023 | Dec 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | :--- | | Annual Recurring Revenue (ARR) | $120.2M | $113.3M | $103.5M (organic) | | Run-Rate Revenue | $135.0M | $126.7M | $115.4M (organic) | | Net Revenue Retention (NRR) | 98% | N/A | 99% | [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q2 2023 revenue rose 20.9% to $32.8 million, but operating expenses grew 28.0%, widening the operating loss Revenue Change Drivers (Q2 2023 vs Q2 2022, in thousands) | Driver | Change ($) | Change (%) | | :--- | :--- | :--- | | Impact of 2021 Acquisitions deferred revenue adj. | $737 | 100% | | Increase from 2022 Acquisitions | $501 | 100% | | Increase from 2023 Acquisitions | $1,771 | 100% | | Increase from organic business | $2,247 | 9% | | **Total Subscription Revenue Change** | **$5,130** | **21%** | - Cost of revenues increased by **23% in Q2 2023**, primarily due to costs from recent acquisitions and higher amortization of capitalized software and developed technology[245](index=245&type=chunk) - General and administrative expenses rose by **$6.1 million (61%) in Q2 2023**, driven by $4.2 million in incremental stock-based compensation and $1.2 million in public company costs[255](index=255&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Cash stood at $38.1 million while total debt increased to $230.3 million, with a covenant waiver obtained post-quarter Total Debt Principal plus PIK (in thousands) | Instrument | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | New Senior Term Loan | $157,421 | $150,647 | | New GPO Note | $46,794 | - | | Convertible Notes | $13,094 | $12,219 | | Dragonfly Seller Convertible Notes | $11,668 | - | | **Total** | **$230,301** | **$164,291** | - As of June 30, 2023, the company was **marginally below the minimum ARR covenant** on its New Senior Term Loan but received a waiver from lenders on August 3, 2023[282](index=282&type=chunk) - On June 30, 2023, the company entered into an Exchange and Settlement Agreement, issuing a **new subordinated convertible note with an initial principal of $46.8 million** and cancelling 5.9 million shares of Class A Common Stock[284](index=284&type=chunk) [Quantitative and Qualitative Disclosures About Market Risks](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) The company is primarily exposed to market risks from foreign currency, interest rates, and inflation - The company's primary market risks are **foreign currency exchange, interest rates, and inflation**[330](index=330&type=chunk) - Interest rate risk is linked to the **$157.0 million variable-rate New Senior Term Loan**, where a 1% rate increase would raise annual cash interest expense by approximately $1.6 million[333](index=333&type=chunk)[334](index=334&type=chunk) - Foreign currency fluctuations **negatively impacted total revenue by approximately 1.0%** for the first six months of 2023 compared to the prior year[332](index=332&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a prior material weakness, though financials are fairly presented - Management concluded that due to a prior material weakness, the company's **disclosure controls and procedures were not effective** as of June 30, 2023[337](index=337&type=chunk) - Notwithstanding the material weakness, management believes the financial statements in the 10-Q are **presented fairly in all material respects**[337](index=337&type=chunk)[338](index=338&type=chunk) PART II: Other Information [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not party to any legal proceeding expected to have a material adverse effect - The company is not currently party to any legal proceeding expected to have a **material adverse effect**[340](index=340&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the last annual filing - **No material changes** to risk factors were reported since the last Form 10-K filing[341](index=341&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) The company amended its Credit Agreement, modifying financial covenants and deferring a fee payment - On August 3, 2023, the company entered into **Amendment No. 3 to its Credit Agreement**[346](index=346&type=chunk) - The amendment modified financial covenants (Minimum Adjusted EBITDA and Minimum ARR) and **postponed a deferred fee payment** from July 2023 to July 2024[347](index=347&type=chunk)

FiscalNote (NOTE) Management Presentation Q2 2023 Disclaimer Certain statements herein may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or FiscalNote's future financial or operating performance. Statements regarding FiscalNote's financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-l ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-396972 88-3772307 (Commission File Number) (I.R.S. Employer Identification No.) 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 (Address of principal execut ...

Financial Data and Key Metrics Changes - Q1 revenue was $31.5 million, marking a growth of 21% year-over-year and in line with previous guidance [25][44] - Adjusted gross margins were 80% in Q1, reflecting the strength of the SaaS business model [5][30] - Adjusted EBITDA loss was approximately $7 million, with expectations to reach breakeven in Q3 and profitability in Q4 [5][49] Business Line Data and Key Metrics Changes - Subscription revenue, which constitutes 90% of total revenue, was $28.5 million, an increase of 25% year-over-year [38] - Annual recurring revenue (ARR) reached $119 million, representing a pro forma growth of 10% year-over-year [26][46] - Advisory and other revenue was $3.1 million, a slight decline of $200,000 year-over-year [44] Market Data and Key Metrics Changes - The regulatory environment is increasingly complex, with over 84,000 bills introduced in the U.S. legislative session [2] - New EU legislative acts have increased by 13% since 2020, indicating a growing regulatory landscape [28] - The company sees significant growth opportunities in the state and local government market, with approximately 90,000 local governments in the U.S. [31] Company Strategy and Development Direction - The company aims to build a category creator that innovates to turn insights into actions and mitigate risks [3] - Focus on partnerships and M&A to drive growth and enhance product offerings [35][50] - The company is positioned to expand its European market presence, which currently accounts for only 13% of revenue [90] Management's Comments on Operating Environment and Future Outlook - Management highlighted the impact of geopolitical and macroeconomic risks on regulatory changes, which create uncertainty for organizations [18] - The company is confident in achieving adjusted EBITDA profitability in Q4, driven by strong revenue growth and cost management [49][53] - Management emphasized the importance of AI and data in navigating the complex regulatory landscape [37][91] Other Important Information - The company has a cash position of $47.5 million and an additional $94 million of debt capacity [15][47] - Net revenue retention was 96% for the quarter, with a trailing 12-month NRR of 97% [16][39] - The company is focused on operational efficiencies and cost management to support its growth initiatives [48] Q&A Session Summary Question: Expected positive EBITDA in Q4 - Management confirmed the expectation of positive EBITDA of $3 million to $5 million in Q4 [58][59] Question: Strategic account strategy and pipeline - Management noted a tremendous opportunity in strategic accounts and emphasized the focus on leveraging the full portfolio of products [59] Question: Changes in sales cycles or deal sizes - Management indicated no significant changes in sales cycles or deal sizes compared to previous quarters [61][62] Question: Asymmetric upside potential in federal space - Management acknowledged ongoing efforts in the federal space but did not forecast specific upside in the near term [65] Question: Cost savings initiatives and headcount - Management highlighted that headcount accounts for a majority of operating expenses and will be a primary source of efficiency [76]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Registrant's telephone number, including area code: (202) 793-5300 Securities registered pursuant to Section 12(b) of the Act: Commission File Number 001-396972 ...

Financial Data and Key Metrics Changes - Fourth quarter revenue was $31.4 million, marking a growth of 29% year-over-year and 18% organic growth. Full year 2022 revenue was $113.8 million, reflecting a 37% year-over-year increase and 15% organic growth [5][36] - Non-GAAP revenue for the year was $115.7 million, demonstrating the effectiveness of the company's growth strategy [5] - Adjusted gross margins are expected to be approximately 80% for the full year, with adjusted EBITDA loss projected between $8 million and $6 million [7][9] Business Line Data and Key Metrics Changes - Subscription revenue for Q4 was $27.3 million, an increase of 31% year-over-year, while full year subscription revenue exceeded $100 million, marking a 36% increase [45] - Advisory and other revenue for Q4 was $4.1 million, with a full year total of $13.2 million, reflecting a growth of 49% year-over-year [45] Market Data and Key Metrics Changes - The company has a significant focus on the European market, which currently contributes only 10% of total revenue, indicating substantial growth potential [56][67] - The total addressable market (TAM) is estimated at $37 billion, highlighting the expansive opportunities available in the legal, regulatory, and policy information sector [55] Company Strategy and Development Direction - The company aims to leverage AI technologies to enhance operational efficiency and customer experiences, which is expected to drive future growth [2][41] - The management team emphasizes sustainable profitable growth and smart capital allocation, focusing on building an enduring company [4][38] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future growth opportunities, citing strong fundamentals and a commitment to navigating the complexities of the regulatory environment [3][39] - The company anticipates continued mid-teens organic growth, driven by strong customer relationships and recurring revenue [36][63] Other Important Information - The company ended 2022 with a cash balance of $61.2 million, which supports planned growth and a path to adjusted EBITDA profitability [9][90] - The company has no plans to raise additional equity capital, indicating a strong financial position [9] Q&A Session Questions and Answers Question: What are the expectations for growth in the European market? - The company is focusing on expanding its presence in the European market, which is seen as a significant growth opportunity, with recent acquisitions enhancing its footprint [67][68] Question: How is the partnership with OpenAI expected to impact product development? - The partnership is aimed at enhancing customer experiences and operational efficiencies, with expectations for improved data collection and faster product innovations [69][70] Question: What is the outlook for M&A activity in light of recent market conditions? - The company is actively evaluating M&A opportunities, noting a shift in valuation expectations, but remains focused on finding the right targets that align with its growth strategy [71][72]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Delaware 001-396972 88-3772307 (Commission File Number) (I.R.S. Employer Identification No.) 1201 Pennsylvania Avenue N ...

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or Washington, D.C. 20004 (Address of principal executive offices, including zip code) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39672 FISCALNOTE HOLDINGS, INC. ...

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 8/F Printing House 6 Duddell Street For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ...

Table of Contents | UNITED STATES SECURITIES AND EXCHANGE COMMISSION | | | --- | --- | | Washington, D.C. 20549 | | | FORM 10-K | | | (Mark One) | | | ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December 31, 2021 | | | OR | | | ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the transition period from to | | | Commission file number 001-39672 | | | DUDDELL STREET ACQUISITION CORP. ...