Exhibit 99.1 FiscalNote Reports First Quarter 2024 Financial Results Outlines Accelerated AI Product Strategy and Roadmap WASHINGTON, D. C. – Thursday, May 9, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) ("FiscalNote" or the "Company"), a leading information services company using AI-driven enterprise SaaS technology to provide global political, legislative and regulatory policy and market intelligence, today reported financial results for the first quarter ended March 31, 2024. The Company has also been a ...

Financial Performance - Total revenues for the year ended December 31, 2023, were $132.6 million, up from $113.8 million in 2022, representing a year-over-year growth of approximately 16.5%[20] - As of December 31, 2023, the company's run-rate revenue was $139.7 million, and $121.3 million when excluding discontinued products[48] - The company reported net losses of $115.5 million and $218.3 million for the years ended December 31, 2023 and 2022, respectively[83] - Approximately 90% of the company's revenues are subscription-based, highlighting the importance of maintaining high renewal rates[84] - The company acknowledges that its market opportunity estimates and growth forecasts are subject to significant uncertainty and may not prove accurate[142] Customer Base and Retention - Recurring revenues from the subscription-based model account for approximately 90% of total revenues, indicating strong customer loyalty and retention[20] - The net revenue retention (NRR) rate for subscription customers was approximately 99% for Q4 2023 and 94% for the year ended December 31, 2023[48] - The company maintains a diverse client base, including over half of the Fortune 100, which provides stability and mitigates business risks[38] - The company serves a diverse customer base, including over half of the Fortune 100, indicating strong market penetration[48] Growth Strategy and Market Expansion - The company has completed 16 acquisitions since 2017, enhancing its product portfolio and increasing its scale in the market[33] - The total addressable market for legal and regulatory information services was approximately $37 billion in 2021, with expectations for continued expansion in the coming years[34] - The sales optimization strategy aims to increase revenue growth by focusing on larger enterprise and government accounts, enhancing sales productivity and efficiency[30] - The company plans to leverage its core technology to expand into adjacent markets, including sectors like cybersecurity, telehealth, and the gig economy[32] - The company aims to expand its technology platform and services through strategic acquisitions, indicating a growth-oriented strategy[57] Research and Development - Ongoing investments in research and development are aimed at improving product offerings and customer experience, including new proprietary technology and data integrations[31] - The integration of AI, machine learning, and natural language processing is expected to enhance data analysis and decision-making capabilities, providing a competitive advantage[37] - The company holds 16 patents and has 9 patents pending, showcasing its commitment to innovation and intellectual property[55] - The company emphasizes the importance of adequate research and development resources to remain competitive and effectively introduce new features and capabilities[106] - Research and development projects are technically challenging and expensive, potentially leading to delays in generating revenue from new features[107] Operational Challenges - The company faces challenges in forecasting future revenue growth due to increased competition and market maturation[78] - The company may not successfully develop or acquire enhancements to its services, which could impair revenue growth[90] - The company’s sales cycles are lengthy and unpredictable, requiring significant resources without guaranteed sales[101] - The company may face challenges in accurately estimating the size of its total addressable market, potentially limiting future growth[102] - The company may experience fluctuations in foreign currency exchange rates that could adversely impact its results of operations as it expands internationally[164] Financial Management and Debt - As of December 31, 2023, the company had $239.9 million in total indebtedness, with $158.2 million secured by substantially all assets and $81.7 million unsecured[136] - The company entered into a new senior secured term loan facility providing for an aggregate principal amount of up to $150.0 million, which refinanced certain existing indebtedness[137] - Financial maintenance covenants under the senior term loan may restrict the company's operational flexibility and ability to incur additional debt[139] Cybersecurity and Risk Management - The cybersecurity risk management program is led by a Vice President with over 15 years of experience, indicating a strong focus on adapting to emerging threats[215] - The Company has obtained SOC-2 certification for many of its products, subjecting them to an annual compliance audit by a third party[216] - The Company requires all employees to participate in annual cybersecurity training, reviewed by the information security function[217] - The Audit Committee oversees the Enterprise Risk Management program, which includes monitoring cybersecurity risks[218] - The Company conducts quarterly reporting to the Audit Committee on the severity of material risks and mitigation measures[218] Legal and Regulatory Risks - The company is subject to various legal and regulatory risks that could adversely impact its operations and financial condition[135] - The company is subject to sanctions and anti-corruption laws, and non-compliance could result in significant penalties and harm its reputation[161] - The company may face risks related to government contracts, including unpredictable demand and compliance with regulatory requirements[117] Workforce and Talent Management - The company employs around 680 employees as of December 31, 2023, reflecting growth in workforce to support its expanding operations[23] - Attracting and retaining highly skilled personnel, particularly in AI and machine learning, is critical for the company's success and innovation[123] - There is a significant competition for skilled sales personnel, which may impact the company's ability to achieve revenue growth[129] Corporate Governance and Shareholder Structure - The company’s co-founders hold approximately 6.4% of the common stock but control about 54.0% of the voting power due to the dual-class stock structure[196] - The company is classified as a "controlled company" under NYSE rules, which may limit stockholders' corporate governance protections[197] - The issuance of additional shares may cause significant dilution of existing stockholders' ownership interests and potentially lower the market price of Class A Common Stock[202]

Financial Data and Key Metrics - Q3 adjusted EBITDA was positive $700,000, marking the first quarter of profitability on an adjusted EBITDA basis, one quarter ahead of initial guidance [45][64][85] - Q3 revenue was $34 million, a 17% year-over-year increase, with subscription revenue accounting for 90% of total revenue at $30.1 million, up 15% year-over-year [67][77] - Run-rate revenue reached $138 million, a 14% year-over-year growth, with organic run-rate revenue at $129 million, reflecting 7% growth on a pro forma basis [45][77] - Net Revenue Retention (NRR) increased to 100%, driven by strong performance in large enterprise customer segments, with NRR rates trending above the company average [45][77] - Q3 gross profit was $23.6 million, representing 69% margins, while non-GAAP adjusted gross profit was $28.4 million, representing 83% adjusted gross profit margins [78] Business Line Data and Key Metrics - Subscription revenue grew 15% year-over-year to $30.1 million, driven by strong demand for regulatory and policy data solutions, particularly among large enterprises [77] - Non-subscription revenue, typically strong in the second half of the year, underperformed due to budget uncertainty and underperforming products [48][24] - The company launched new products like Risk Connector and FiscalNoteGPT, which are gaining traction in the market, with Risk Connector securing its first anchor customer [69][73] Market Data and Key Metrics - Large enterprise customers remain the fastest-growing segment, with NRR rates well above the company average, driven by strong demand for regulatory and policy data [77][84] - The company is expanding geographically, particularly in Europe, through both organic growth and acquisitions, to bring new datasets to customers [50] - The federal government vertical remains a steady revenue driver, though budget pressures have had some impact [1] Company Strategy and Industry Competition - The company is shifting focus to re-accelerate growth after achieving adjusted EBITDA profitability, with a refined product strategy centered on AI Co-Pilot agents [49][51] - The AI Co-Pilot program leverages the company's decade-long investments in AI, ML, and NLP, with plans to roll out lightweight, user-driven applications for legal and regulatory professionals [51][52] - The company is pursuing adjacencies to core products, such as Risk Connector, which focuses on supply chain risk management, and has seen early momentum with large enterprises [73] - The company is transitioning to a product-led growth model for generative AI products, aiming for faster revenue generation through per-user pricing and reduced go-to-market friction [31][52] Management Commentary on Operating Environment and Future Outlook - Management highlighted the challenging macroeconomic environment, which has led to longer sales cycles and slower pipeline conversions, particularly for larger enterprise deals [24][71] - The company expects to see a bounce-back in cash balance in Q1 2024 due to seasonally strong collections, with a focus on achieving consistent free cash flow generation [19][21] - Management remains confident in the company's ability to drive growth, particularly in large enterprise accounts, and expects to see strong conversion of incremental revenue to adjusted EBITDA in the long term [47][79] Other Important Information - The company has achieved $20 million in annualized OpEx cost savings through cost management programs while continuing to invest in innovation and growth [56] - The company filed a shelf registration for $100 million, providing flexibility in its capital structure to support organic and inorganic growth opportunities [57] - The CEO has expressed interest in exploring a going-private transaction, with the board appointing a special committee to evaluate strategic options [76] Summary of Q&A Session Question: How is the sales realignment driving upsell and cross-sell opportunities? - The company has restructured its sales team to focus on upsell and cross-sell opportunities, particularly in large enterprise accounts, with a dedicated team and optimized commission plans [60] Question: What is the impact of the macro environment on deal flow and deal sizes? - The macro environment has led to longer sales cycles and increased scrutiny on larger deals, though demand for core products remains strong [82] Question: What are the expectations for cash burn in Q4 and cash balance in Q1 2024? - The company expects a bounce-back in cash balance in Q1 2024 due to seasonally strong collections, with cash interest expense and CapEx around $7 million per quarter [19][21] Question: How is the company leveraging AI to improve efficiencies? - The company is developing AI Co-Pilot products to automate tasks for legal and regulatory professionals, with plans to roll out lightweight, user-driven applications [31][52] Question: What is the impact of underperforming products on revenue growth? - Underperforming products and slower pipeline conversions have impacted revenue growth, particularly in non-subscription revenue, which typically sees strong seasonality in the second half of the year [24][48]

Financial Performance - Total revenues for Q3 2023 were $34,009,000, an increase of 17.5% compared to $29,071,000 in Q3 2022[12] - Subscription revenues reached $30,057,000, up from $26,075,000, reflecting a growth of 15.2% year-over-year[12] - Operating loss for Q3 2023 was $13,461,000, a significant improvement from the loss of $44,126,000 in Q3 2022[12] - Net loss for Q3 2023 was $14,467,000, compared to a net loss of $109,002,000 in Q3 2022[12] - For the nine months ended September 30, 2023, the net loss was $64.713 million, a significant improvement from a net loss of $175.713 million in the same period of 2022, representing a reduction of 63.2%[21] - For the nine months ended September 30, 2023, the company reported a net loss of $64,713 thousand, down from $175,713 thousand in the same period of 2022[163] - The basic net loss per share for Q3 2023 was $(0.11), compared to $(1.39) in Q3 2022, indicating a reduction in losses per share[163] Assets and Liabilities - Total assets decreased to $400,863,000 as of September 30, 2023, down from $433,157,000 at the end of 2022[11] - Cash and cash equivalents dropped to $16,489,000 from $60,388,000 at the end of 2022, indicating a decrease of 72.7%[11] - Long-term debt increased to $213,157,000 from $161,980,000, representing a rise of 31.6%[11] - Total stockholders' equity fell to $83,569,000 from $144,690,000, a decline of 42.2%[11] - As of September 30, 2023, the company's cash, cash equivalents, restricted cash, and short-term investments totaled $24.4 million, a decrease from $61.2 million at December 31, 2022[34] - The company reported a negative working capital balance of $41.4 million (excluding cash and short-term investments) and an accumulated deficit of $765.7 million as of September 30, 2023[34] Revenue and Deferred Revenue - The company reported a deferred revenue increase of $6.141 million, compared to an increase of $8.581 million in the prior year, indicating a slowdown in revenue recognition[21] - Subscription revenue for the nine months ended September 30, 2023, was $87.986 million, up from $73.186 million in 2022, indicating a year-over-year increase of about 20%[53] - Revenue from North America for the three months ended September 30, 2023, was $27.025 million, compared to $25.139 million in 2022, reflecting an increase of approximately 7.5%[54] - The balance of deferred revenue increased to $46,706 million as of September 30, 2023, up from $36,487 million at the end of 2022, with new deferrals of $39,551 million recognized in the current period[58] Cash Flow and Expenditures - The company reported net cash used in operating activities of $31.940 million, an improvement compared to $57.499 million in the prior year, indicating a 44.4% decrease in cash burn[21] - Capital expenditures for the nine months ended September 30, 2023, were $5.957 million, down from $8.859 million in 2022, reflecting a 32.5% reduction[21] - The company incurred stock-based compensation expenses of $18.212 million, down from $30.868 million in the previous year, a decrease of 41.0%[21] Acquisitions and Investments - The company completed the acquisition of Dragonfly for up to $25.2 million on January 27, 2023, which included cash, stock, convertible notes, and contingent payments[203] - The acquisition of Dragonfly includes an additional earnout payment of up to $4.3 million based on revenue targets for 2023[64] - The acquisition of Aicel Technologies was valued at $8,678 million, consisting of 859,016 Class A common shares and contingent consideration[69] - The company plans to invest in innovative products and complementary businesses to expand its leadership in the legal and regulatory information market[207] Stock and Equity - The company issued Class A common stock upon vesting of restricted share units amounting to 313,090 shares during the quarter[17] - The total number of shares outstanding increased to 128,895,749 as of September 30, 2023[17] - The balance of common stock as of June 30, 2023, was 128,575,130 shares, indicating a stable share count[17] - The Company had 120,604,828 shares of Class A common stock issued and outstanding as of September 30, 2023[132] Debt and Interest - The Company’s total debt as of September 30, 2023, is $213,157, an increase from $161,980 as of December 31, 2022, indicating a growth of approximately 31.6%[97] - The New Senior Term Loan has a principal amount of $157,825 as of September 30, 2023, with an annual interest rate based on the greater of Prime Rate plus 5.0% or 9.0%[98] - For the nine months ended September 30, 2023, the Company incurred $15,341 in cash interest on the New Senior Term Loan, reflecting a significant financial obligation[102] - The Company incurred total interest expense related to the New GPO Note of $868 million for the three and nine months ended September 30, 2023[110] Legal and Compliance - The company has expressed substantial doubt about its ability to continue as a going concern within one year from the date of the filing due to potential non-compliance with financial covenants[31] - Legal fees are recognized as incurred, and no loss contingency amounts are included in the financial statements[189] Market Strategy - The company is focused on leveraging AI technology to provide actionable legal and policy insights, enhancing its market intelligence offerings[23] - The company aims to deepen offerings for regulated industries and execute on its acquisition strategy to drive growth[206]

Financial Data and Key Metrics Changes - The company reported Q2 revenue of $32.8 million, representing a 21% year-over-year increase, consistent with previous guidance [65][79] - Adjusted gross profit margins for Q2 were 80%, reflecting the strength of the SaaS business model and AI capabilities [47][110] - The adjusted EBITDA loss for Q2 was $4.3 million, with expectations to achieve adjusted EBITDA profitability in Q3, a quarter earlier than previously anticipated [66][85] Business Line Data and Key Metrics Changes - Subscription revenue, which constitutes 90% of total revenue, was $29.5 million, marking a 21% increase year-over-year [108] - Annual recurring revenue (ARR) grew to $120 million, a 16% increase compared to the same period last year [109] - The company is focusing on optimizing product offerings, including sunsetting underperforming products to enhance long-term profitable growth [68][86] Market Data and Key Metrics Changes - Approximately 13% to 14% of revenue currently comes from the European market, indicating significant growth potential in Europe and Asia [8][9] - The company is experiencing strong demand for its products in Europe and Asia, with expectations for organic and inorganic growth in these regions [9][8] Company Strategy and Development Direction - The company aims to leverage its AI capabilities to create new revenue streams and enhance existing products, such as the launch of FiscalNoteGPT [5][72] - A strategic focus on profitability is driving the company to realign its sales and marketing efforts towards high-growth products and large enterprise accounts [75][143] - The company is committed to building a durable, profitable growth model, targeting significant revenue milestones in the future [78][117] Management's Comments on Operating Environment and Future Outlook - Management noted ongoing budget challenges and elongated sales cycles, particularly among enterprise customers, but highlighted resilience in core policy products [27][35] - The company expects to achieve industry-standard adjusted EBITDA and free cash flow margins over time, driven by strong recurring revenue and high gross margins [50][78] - Management expressed confidence in the growth opportunities presented by increasing regulatory complexity and geopolitical risks [96][105] Other Important Information - The company has a cash position of $38.1 million and $94 million of additional debt capacity, indicating sufficient capital to fund growth initiatives [48][113] - The company is actively pursuing selective M&A opportunities that are accretive to growth and profitability [87][117] Q&A Session All Questions and Answers Question: How is the pipeline coverage looking for the second half of the year? - The pipeline is promising, with changes in the sales organization expected to drive higher productivity [89] Question: Can you discuss the vertical mix in the pipeline? - The pipeline is broad and applicable across industries, with expectations for large deal sizes [121] Question: Is the emerging AI segment causing confusion or broadening the sales pipeline? - The AI-driven innovation is creating new revenue opportunities and expanding the total addressable market [124] Question: What are the specifics around sunsetting products? - The company reallocates capital to faster-growing products, which may create variability in run rate revenue [130] Question: What is the outlook for cash flow and cash burn in the second half? - The company feels confident about its cash position and expects to meet all operational requirements [135]

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 ...

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines the nature of forward-looking statements within the report, highlighting inherent risks and uncertainties that could cause actual results to differ materially from projections - This report contains forward-looking statements regarding FiscalNote's future operations, financial condition, liquidity, growth strategies, and market position. These statements are based on current market material and management's expectations[8](index=8&type=chunk) - Key factors that may impact forward-looking statements include managing growth, changes in strategy, future capital requirements, demand for services, ability to attract and retain customers, successful acquisitions, risks of international operations, technological development, data reliability, competition, brand protection, regulatory compliance, personnel retention, R&D, adaptation to new technologies (AI/ML), economic conditions, litigation, internal controls, and intellectual property rights[8](index=8&type=chunk)[9](index=9&type=chunk) [PART I. Financial Information (Unaudited)](index=5&type=section&id=PART%20I.%20Financial%20Information%20(Unaudited)) This part presents the unaudited condensed consolidated financial information, including statements and detailed notes, for FiscalNote Holdings, Inc [Financial Statements](index=5&type=section&id=Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for FiscalNote Holdings, Inc., including the Balance Sheets, Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders' Equity (Deficit), and Statements of Cash Flows, providing a snapshot of the company's financial position and performance for the periods ended March 31, 2023 and December 31, 2022 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This chapter provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific reporting dates | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------ | | Cash and cash equivalents | $46,665 | $60,388 | | Total current assets | $76,071 | $86,005 | | Total assets | $440,999 | $433,157 | | Total current liabilities | $70,650 | $62,112 | | Total liabilities | $300,565 | $288,467 | | Total stockholders' equity | $140,434 | $144,690 | - Total assets increased by **$7.8 million**, from **$433.2 million** at December 31, 2022, to **$441.0 million** at March 31, 2023. Total liabilities increased by **$12.1 million**, from **$288.5 million** to **$300.6 million**, while total stockholders' equity decreased by **$4.3 million**[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This chapter details the company's financial performance, including revenues, expenses, and net loss, for the reported periods | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Total revenues | $31,529 | $26,071 | $5,458 | 20.9% | | Total operating expenses | $58,900 | $38,481 | $20,419 | 53.1% | | Operating loss | $(27,371) | $(12,410) | $(14,961) | 120.6% | | Net loss | $(19,273) | $(28,351) | $9,078 | (32.0)% | | Basic and Diluted EPS | $(0.14) | $(1.06) | $0.92 | (86.8)% | - Net loss decreased by **$9.1 million**, from **$(28.4) million** in Q1 2022 to **$(19.3) million** in Q1 2023, primarily due to a significant gain from the change in fair value of financial instruments and lower interest expense, despite a substantial increase in operating expenses[13](index=13&type=chunk)[231](index=231&type=chunk) - Operating expenses increased by **53.1%** year-over-year, driven by a **$5.8 million** goodwill impairment charge in Q1 2023 and higher general and administrative expenses[13](index=13&type=chunk)[231](index=231&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) This chapter tracks changes in the company's equity over time, reflecting net income/loss, stock issuances, and other comprehensive income/loss | Metric | Balance at December 31, 2022 (in thousands) | Balance at March 31, 2023 (in thousands) | | :--------------------------------------- | :---------------------------------------- | :--------------------------------------- | | Additional paid-in capital | $846,205 | $861,793 | | Accumulated other comprehensive loss | $(785) | $(1,144) | | Accumulated deficit | $(700,743) | $(720,228) | | Total stockholders' equity (deficit) | $144,690 | $140,434 | - Total stockholders' equity decreased from **$144.7 million** at December 31, 2022, to **$140.4 million** at March 31, 2023, primarily due to a net loss of **$19.3 million** and foreign currency translation loss of **$0.4 million**, partially offset by **$9.5 million** from Class A common stock issuance for business acquisitions and **$6.5 million** in stock-based compensation expense[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This chapter summarizes the cash inflows and outflows from operating, investing, and financing activities, illustrating changes in liquidity | Activity | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :----------------------- | :--------------------------------------------- | :--------------------------------------------- | | Operating Activities | $(12,826) | $(10,203) | | Investing Activities | $(6,879) | $(2,128) | | Financing Activities | $6,237 | $19,693 | | Net change in cash | $(13,719) | $7,515 | - Net cash used in operating activities increased by **$2.6 million**, from **$10.2 million** in Q1 2022 to **$12.8 million** in Q1 2023. Net cash used in investing activities increased significantly to **$6.9 million** in Q1 2023, primarily due to cash paid for business acquisitions[19](index=19&type=chunk)[278](index=278&type=chunk)[280](index=280&type=chunk) - Net cash provided by financing activities decreased substantially from **$19.7 million** in Q1 2022 to **$6.2 million** in Q1 2023, mainly due to lower proceeds from long-term debt[19](index=19&type=chunk)[281](index=281&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering the company's business description, significant accounting policies, the impact of the Business Combination, revenue disaggregation, details of recent acquisitions, lease obligations, intangible assets, goodwill impairment, debt structure, stockholders' equity, earnout awards, warrant liabilities, stock-based compensation, transaction costs, earnings per share, income taxes, fair value measurements, and commitments and contingencies [1. Summary of Business and Significant Accounting Policies](index=9&type=section&id=1.%20Summary%20of%20Business%20and%20Significant%20Accounting%20Policies) This chapter outlines FiscalNote's business model, the accounting treatment of its Business Combination, and key accounting policies - FiscalNote is a technology provider of global policy and market intelligence, leveraging AI and data science to deliver actionable insights to various organizations[20](index=20&type=chunk)[179](index=179&type=chunk) - The Business Combination on July 29, 2022, was accounted for as a reverse recapitalization, with Old FiscalNote identified as the accounting acquirer, meaning its historical financial statements became those of the combined company[22](index=22&type=chunk)[23](index=23&type=chunk) Liquidity Overview | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :---------------------------------- | :----------------------------- | :------------------------------ | | Cash, cash equivalents, and restricted cash | $47,504 | $61,223 | | Negative working capital (excluding cash) | $42,100 | N/A | | Accumulated deficit | $720,200 | $700,700 | | Net loss (Q1) | $19,300 | $28,400 | - The company operates as one operating segment, with the Chief Operating Decision Maker evaluating financial information and resources on a consolidated basis, despite offerings in multiple market segments and countries[33](index=33&type=chunk) - The company adopted ASC 2016-13 (Credit Losses) on January 1, 2023, resulting in a **$212 thousand** cumulative-effect adjustment to accumulated deficit and an increase in the allowance for doubtful accounts receivable from **$468 thousand** to **$680 thousand**[41](index=41&type=chunk) [2. Business Combination with DSAC](index=13&type=section&id=2.%20Business%20Combination%20with%20DSAC) This chapter details the reverse recapitalization with DSAC, including the issuance of Class B shares and the financial impact of the transaction - The Business Combination on July 29, 2022, involved Old FiscalNote merging into Merger Sub, with DSAC domesticating as FiscalNote Holdings, Inc. (New FiscalNote). Old FiscalNote was the accounting acquirer in a reverse recapitalization[21](index=21&type=chunk)[47](index=47&type=chunk) - In connection with the Closing, New FiscalNote issued Class B shares to Co-Founders Tim Hwang and Gerald Yao, granting them **25 votes per share**, subject to certain conditions and expiration after seven years[43](index=43&type=chunk) - The Company received **$325.0 million** in gross proceeds from the Business Combination and New Senior Term Loan, which was offset by **$45.2 million** in transaction costs and **$210.7 million** in debt repayments[49](index=49&type=chunk) [3. Revenues](index=15&type=section&id=3.%20Revenues) This chapter disaggregates revenue by type and geographic location, and details changes in deferred revenue Disaggregated Revenue (in thousands) | Revenue Type | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Subscription | $28,467 | $22,779 | | Advisory | $1,113 | $1,762 | | Advertising | $418 | $618 | | Books | $584 | $331 | | Other revenue | $947 | $581 | | **Total** | **$31,529** | **$26,071** | Revenue by Geographic Location (in thousands) | Region | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :---------- | :-------------------------------- | :-------------------------------- | | North America | $26,152 | $23,199 | | Europe | $4,100 | $2,499 | | Australia | $289 | $258 | | Asia | $988 | $115 | | **Total** | **$31,529** | **$26,071** | - Subscription revenue increased by **25%** year-over-year, while advisory, advertising, and other revenue decreased by **7%**. Revenue from Europe and Asia saw significant increases, primarily due to acquisitions[50](index=50&type=chunk)[51](index=51&type=chunk) Deferred Revenue (in thousands) | Item | Amount | | :------------------------------------------ | :----- | | Balance at December 31, 2022 | $36,487 | | Acquired deferred revenue | $4,013 | | Revenue recognized from prior balance | $(16,610) | | New deferrals, net of amounts recognized | $25,928 | | Effects of foreign currency | $32 | | **Balance at March 31, 2023** | **$49,850** | [4. Business Combinations](index=17&type=section&id=4.%20Business%20Combinations) This chapter details recent acquisitions, including Dragonfly, Aicel Technologies, and DT-Global, and their impact on goodwill and financial structure - On January 27, 2023, FiscalNote acquired Dragonfly Eye Limited, a UK-based geopolitical and security intelligence provider, for an aggregate purchase price of **$25.2 million**, consisting of cash, Class A Common Stock, and subordinated convertible promissory notes[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) Dragonfly Acquisition Purchase Price Allocation (in thousands) | Item | Amount | | :-------------------------- | :----- | | Cash | $5,617 | | Fair value of Class A common stock | $9,539 | | Fair value of Seller Convertible Notes | $8,635 | | Fair value of contingent consideration | $1,445 | | **Total Purchase Price** | **$25,236** | - In 2022, FiscalNote acquired Aicel Technologies for **$8.7 million** and certain assets of DT-Global Business Consulting for **$0.6 million**, expanding its market intelligence and data insights offerings[67](index=67&type=chunk)[74](index=74&type=chunk) - Goodwill of **$19.7 million** was recorded for the Dragonfly acquisition, primarily attributed to future economic benefits, expected synergies, and assembled workforce[62](index=62&type=chunk) [5. Leases](index=21&type=section&id=5.%20Leases) This chapter details the composition of lease expenses, cash payments for lease liabilities, and impairment charges related to operating leases Lease Expense Composition (in thousands) | Lease Cost Type | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $2,585 | $2,442 | | Variable lease cost | $155 | $88 | | Short-term lease cost | $178 | $321 | | **Total lease costs** | **$2,918** | **$2,851** | | Sublease income | $(1,364) | $(1,338) | - Cash payments related to operating lease liabilities were **$4.8 million** in Q1 2023, including a **$1.7 million** lease termination fee, compared to **$2.9 million** in Q1 2022[79](index=79&type=chunk)[81](index=81&type=chunk) - In Q1 2022, the Company recognized a **$378 thousand** impairment expense for an operating lease asset related to unoccupied office space[80](index=80&type=chunk) [6. Intangible Assets](index=23&type=section&id=6.%20Intangible%20Assets) This chapter presents the net carrying amounts of various intangible assets and their associated amortization expenses Intangible Assets, Net (in thousands) | Intangible Asset Class | March 31, 2023 (Net Carrying Amount) | December 31, 2022 (Net Carrying Amount) | | :--------------------- | :----------------------------------- | :------------------------------------ | | Customer relationships | $61,750 | $56,348 | | Developed technology | $18,098 | $17,677 | | Databases | $20,455 | $21,020 | | Tradenames | $8,541 | $8,264 | | Expert network | $1,688 | $1,759 | | Patents | $518 | $500 | | Content library | $513 | $528 | | **Total** | **$111,563** | **$106,096** | - Total net intangible assets increased by **$5.5 million** from December 31, 2022, to March 31, 2023, primarily driven by an increase in customer relationships[82](index=82&type=chunk) Amortization Expense (in thousands) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Amortization of intangible assets (excluding developed technology) | $2,814 | $2,608 | | Amortization of developed technology (cost of revenues) | $1,316 | $1,252 | | Amortization of capitalized software development costs (cost of revenues) | $1,281 | $571 | [7. Goodwill](index=23&type=section&id=7.%20Goodwill) This chapter details changes in goodwill carrying amounts, including acquisitions and impairment charges Changes in Goodwill Carrying Amounts (in thousands) | Item | Amount | | :------------------------------ | :----- | | Balance at December 31, 2022 | $194,362 | | Acquisition | $19,658 | | Impairment | $(5,837) | | Impact of foreign currency fluctuations | $(127) | | **Balance at March 31, 2023** | **$208,056** | - Goodwill increased to **$208.1 million** at March 31, 2023, from **$194.4 million** at December 31, 2022, primarily due to the Dragonfly acquisition, partially offset by an impairment charge[87](index=87&type=chunk) - A quantitative goodwill impairment assessment as of March 31, 2023, resulted in a **$5.8 million** impairment charge for the ESG reporting unit, driven by a decline in the company's stock price and underperformance compared to internal projections[87](index=87&type=chunk)[304](index=304&type=chunk) [8. Debt](index=25&type=section&id=8.%20Debt) This chapter outlines the company's debt structure, including the New Senior Term Loan, convertible notes, and compliance with financial covenants Carrying Value of Debt (in thousands) | Debt Type | March 31, 2023 | December 31, 2022 | | :---------------------------- | :------------- | :---------------- | | New Senior Term Loan | $157,024 | $150,647 | | Convertible Notes | $12,654 | $12,219 | | Dragonfly Seller Convertible Notes | $8,281 | $- | | Aicel Convertible Note | $1,138 | $1,174 | | PPP loan | $224 | $251 | | Debt issuance costs | $(2,575) | $(2,243) | | **Total** | **$176,746** | **$162,048** | - The New Senior Term Loan increased to **$157.0 million** at March 31, 2023, following an incremental term loan of **$6.0 million** received on March 31, 2023. The loan bears interest at Prime Rate plus **5.0%** (or **9.0%** minimum) cash interest, plus **1.00%** paid-in-kind interest[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The Company was in compliance with all financial covenants of the New Senior Term Loan as of March 31, 2023, including minimum cash balance, minimum annual recurring revenue, and capital expenditure limitation[98](index=98&type=chunk) - The Dragonfly Seller Convertible Notes, issued as part of the Dragonfly acquisition, had a fair value of **$8.3 million** at March 31, 2023, and are accounted for using the fair value option due to embedded conversion features[101](index=101&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - The PPP Loan had a remaining balance of **$224 thousand** at March 31, 2023, with **$7.7 million** forgiven in Q1 2022[112](index=112&type=chunk) [9. Stockholders' Equity](index=29&type=section&id=9.%20Stockholders'%20Equity) This chapter details the company's authorized and outstanding common stock, including voting rights and dividend policy - The Company's charter authorizes **1,809,000,000 shares**, including Class A common stock, Class B common stock, and preferred stock[117](index=117&type=chunk) Common Stock Outstanding | Class | Shares Outstanding at March 31, 2023 | | :---------------- | :----------------------------------- | | Class A Common Stock | 125,576,069 | | Class B Common Stock | 8,290,921 | - Class B common stock, held by Co-Founders, carries **25 votes per share**, while Class A common stock has **one vote per share**[43](index=43&type=chunk)[143](index=143&type=chunk) - No shares of preferred stock were issued and outstanding as of March 31, 2023. The Company has not paid any cash dividends on common stock to date and plans to retain future earnings for business development[121](index=121&type=chunk)[122](index=122&type=chunk) [10. Earnout Shares and RSUs](index=31&type=section&id=10.%20Earnout%20Shares%20and%20RSUs) This chapter describes the contingent Earnout Awards for Old FiscalNote equity holders and related compensation expense - Old FiscalNote equity holders are entitled to receive up to **19,195,100** additional shares of Class A common stock (Earnout Awards) in five tranches, contingent on the Class A common stock price reaching specific Triggering Events (**$10.50, $12.50, $15.00, $20.00, or $25.00**) within five years of the Business Combination Closing Date[123](index=123&type=chunk) - As of March 31, 2023, no Earnout Shares or Earnout RSUs have been issued as no Triggering Events have occurred[128](index=128&type=chunk) - The Company recognized **$1.1 million** of share-based compensation expense related to Earnout Awards during the three months ended March 31, 2023, with **$1.6 million** of unrecognized compensation expense remaining[126](index=126&type=chunk)[128](index=128&type=chunk) [11. Warrant Liabilities](index=32&type=section&id=11.%20Warrant%20Liabilities) This chapter details the outstanding public and private placement warrants, their fair value, and exercise terms - As of March 31, 2023, the Company had **8,358,964** public warrants and **7,000,000** private placement warrants outstanding, with a total fair value of **$4.9 million**[130](index=130&type=chunk)[131](index=131&type=chunk) - Public warrants are exercisable for **1.571428 shares** of Class A common stock at **$7.32 per share** and expire on July 29, 2027. They are redeemable by the Company for cash or shares under specific conditions[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - Private placement warrants are not redeemable by the Company as long as held by the DSAC sponsor or permitted transferees, but have identical terms to public warrants otherwise[134](index=134&type=chunk) [12. Stock-Based Compensation](index=33&type=section&id=12.%20Stock-Based%20Compensation) This chapter outlines the company's equity incentive plans, shares reserved, and recognized stock-based compensation expenses - The 2022 Long-Term Incentive Plan reserved **20,285,600 shares** of Class A common stock for various equity awards. As of March 31, 2023, **7,185,245 shares** were available for issuance[136](index=136&type=chunk)[137](index=137&type=chunk) - The Company recognized **$6.4 million** in stock-based compensation expense during the three months ended March 31, 2023, a significant increase from **$0.3 million** in the prior year[139](index=139&type=chunk) - The 2022 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase shares at a discount, resulting in a **$102 thousand** stock-based compensation charge in Q1 2023[140](index=140&type=chunk) [13. Transaction (Gains) Costs, net](index=35&type=section&id=13.%20Transaction%20(Gains)%20Costs,%20net) This chapter details the net transaction costs and gains, primarily related to business acquisitions and contingent consideration Transaction Costs (Gains), Net (in thousands) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Transaction costs related to acquired businesses | $1,222 | $72 | | Non-capitalizable Business Combination costs | $184 | $203 | | Change in contingent consideration liabilities | $(156) | $(1,366) | | Contingent compensation expense | $158 | $46 | | **Total transaction costs (gains), net** | **$1,408** | **$(1,045)** | - The Company reported net transaction costs of **$1.4 million** in Q1 2023, a significant change from a net transaction gain of **$1.0 million** in Q1 2022, primarily due to increased costs related to business acquisitions (Dragonfly) and a reversal of prior year contingent compensation gains[142](index=142&type=chunk)[245](index=245&type=chunk) [14. Earnings (Loss) Per Share](index=35&type=section&id=14.%20Earnings%20(Loss)%20Per%20Share) This chapter presents the basic and diluted earnings per share, along with the impact of anti-dilutive securities Earnings (Loss) Per Share (in thousands, except per share data) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss used to compute basic and diluted loss per share | $(19,273) | $(19,956) | | Weighted average common stock outstanding, basic and diluted | 133,082,639 | 18,757,067 | | **Net loss per share, basic and diluted** | **$(0.14)** | **$(1.06)** | - Basic and diluted net loss per share improved to **$(0.14)** in Q1 2023 from **$(1.06)** in Q1 2022, despite a higher net loss, due to a substantial increase in weighted average common shares outstanding following the Business Combination[145](index=145&type=chunk)[146](index=146&type=chunk) Anti-Dilutive Securities Excluded from Diluted Loss Per Share | Security Type | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Anti-dilutive Earnout Awards | 19,195,100 | - | | Anti-dilutive stock options | 2,033,574 | 8,407,614 | | Anti-dilutive Convertible Notes | 2,075,225 | 24,301,372 | | Anti-dilutive restricted stock units | 7,022,744 | 727,526 | | **Total anti-dilutive securities** | **31,779,466** | **102,039,346** | [15. Provision (Benefit) from Income Taxes](index=37&type=section&id=15.%20Provision%20(Benefit)%20from%20Income%20Taxes) This chapter details the income tax provision or benefit and the effective tax rate, explaining deviations from the statutory rate Income Tax Provision (Benefit) and Effective Tax Rate | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Pre-tax loss | $(19,243) | $(28,725) | | Provision (benefit) from income taxes | $30 | $(374) | | Effective tax rate | (0.16)% | 1.30% | - The effective tax rate for Q1 2023 was **(0.16)%**, differing from the U.S. statutory rate of **21%** primarily due to state taxes, a valuation allowance on deferred tax assets, and other nondeductible expenses[148](index=148&type=chunk) - The Company reported an uncertain tax position totaling **$639 thousand** relating to a state tax filing position as of March 31, 2023[150](index=150&type=chunk) [16. Fair Value Measurements and Disclosures](index=37&type=section&id=16.%20Fair%20Value%20Measurements%20and%20Disclosures) This chapter provides fair value measurements for financial liabilities, including warrants and contingent consideration, and related gains/losses Fair Value of Financial Liabilities (in thousands) - March 31, 2023 | Liability Type | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------ | :------ | :------ | :------ | :------ | | Public warrants | $2,675 | $- | $- | $2,675 | | Private placement warrants | $- | $2,240 | $- | $2,240 | | Contingent liabilities from acquisitions | $- | $- | $2,790 | $2,790 | | Liability classified warrants | $- | $- | $52 | $52 | | Dragonfly Seller Convertible Notes | $- | $- | $8,281 | $8,281 | - The Company recognized a **$7.6 million** non-cash gain from the change in fair value of public warrants and a **$6.4 million** non-cash gain from private placement warrants during Q1 2023[154](index=154&type=chunk)[155](index=155&type=chunk) - The Dragonfly Seller Convertible Notes, initially valued at **$8.6 million**, had a fair value of **$8.3 million** at March 31, 2023, resulting in a **$573 thousand** non-cash gain[156](index=156&type=chunk) - Contingent liabilities from acquisitions, primarily related to Dragonfly, Curate, and FrontierView, totaled **$2.8 million** at March 31, 2023, and are classified as Level 3 fair value measurements[158](index=158&type=chunk)[159](index=159&type=chunk) [17. Commitments and Contingencies](index=41&type=section&id=17.%20Commitments%20and%20Contingencies) This chapter addresses legal and regulatory matters, including a significant dispute with GPO FN Noteholder LLC and related loss contingency - The Company is involved in various legal and regulatory matters in the ordinary course of business, but does not expect any current litigation to have a material adverse effect[165](index=165&type=chunk)[320](index=320&type=chunk) - A significant legal proceeding involves a dispute with GPO FN Noteholder LLC regarding additional Class A common stock shares. A non-binding term sheet was entered into on January 27, 2023, proposing the return of **5,881,723 shares** for cancellation and the issuance of a **$46.8 million** subordinated convertible promissory note (New Note)[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - As of March 31, 2023, the Company accrued an **$11.7 million** loss contingency related to the estimated fair value of the proposed New Note, reflecting the difference between the estimated fair value of the New Note and the value of shares to be returned[174](index=174&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on FiscalNote's financial condition and results of operations, including an overview of the business, the impact of the Business Combination, factors affecting comparability, key performance indicators, non-GAAP financial measures, detailed analysis of revenue and expenses, liquidity, and critical accounting estimates [Overview](index=44&type=section&id=Overview) This chapter provides a high-level description of FiscalNote's business as a technology provider of global policy and market intelligence - FiscalNote is a leading technology provider of global policy and market intelligence, utilizing AI and data science to deliver actionable legal and policy insights to help customers manage policy, regulatory developments, and global risk[179](index=179&type=chunk) [Business Combination Impact](index=44&type=section&id=Business%20Combination) This chapter discusses the significant financial impacts of the Business Combination, including changes in cash, warrant liabilities, and compensation expenses - The Business Combination, accounted for as a reverse recapitalization with Old FiscalNote as the accounting acquirer, significantly impacted financial position and results, including a **$65.6 million** increase in net cash from **$325.0 million** gross proceeds[180](index=180&type=chunk)[181](index=181&type=chunk) - The Company recognized a **$34.9 million** warrant liability and expects recurring non-cash gains or losses from fair value re-measurement of these warrants[183](index=183&type=chunk) - The Business Combination led to **$28.9 million** in incremental stock-based compensation, **$45.3 million** loss on debt extinguishment, and a **$32.1 million** interest charge related to derecognition of beneficial conversion features[185](index=185&type=chunk) [Factors Impacting the Comparability of Our Operating Results](index=46&type=section&id=Factors%20Impacting%20the%20Comparability%20of%20Our%20Operating%20Results) This chapter identifies key factors, such as acquisitions and non-cash amortization, that influence the comparability of financial results - Acquisitions, including Dragonfly (2023), Aicel (2022), and DT-Global (2022), significantly affect the comparability of financial statements due to their impact on revenue and expenses[187](index=187&type=chunk)[194](index=194&type=chunk) - The Company incurs significant non-cash amortization expense related to purchased intangibles, which reduced operating income by approximately **$2.2 million** in Q1 2023 and **$1.7 million** in Q1 2022[188](index=188&type=chunk) - FiscalNote continues to invest in growth levers such as cross-selling, expanding its client base (enterprise and government), entering adjacent markets, and strategic acquisitions, which may incur upfront costs[190](index=190&type=chunk)[191](index=191&type=chunk) [Key Performance Indicators](index=46&type=section&id=Key%20Performance%20Indicators) This chapter presents key metrics like Annual Recurring Revenue (ARR) and Net Revenue Retention (NRR) to assess business performance - Approximately **90%** of revenues are subscription-based, providing high revenue predictability. Annual Recurring Revenue (ARR) is a key indicator of future revenue from existing recurring subscription contracts[195](index=195&type=chunk) Key Performance Indicators (in millions) | Metric | March 31, 2023 | December 31, 2022 | | :------------------------------------------ | :------------- | :---------------- | | ARR (including acquisitions) | $118.9 | $113.3 | | ARR (excluding 2022 and 2023 acquisitions) | $109.6 | $100.0 | | Run-Rate Revenue (including acquisitions) | $133.6 | $126.7 | | Run-Rate Revenue (excluding 2022 and 2023 acquisitions) | $122.5 | $112.0 | | Net Revenue Retention (NRR) | 96% | 101% | - Net Revenue Retention (NRR) was **96%** for the three months ended March 31, 2023, down from **101%** in the prior year, indicating a slight contraction in recurring revenue from existing customers[199](index=199&type=chunk) [Non-GAAP Financial Measures](index=48&type=section&id=Non-GAAP%20Financial%20Measures) This chapter defines and reconciles non-GAAP financial measures used by management to evaluate performance and facilitate comparisons - The Company uses non-GAAP financial measures such as Adjusted Revenue, Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to evaluate performance and aid in period-to-period comparisons[200](index=200&type=chunk)[207](index=207&type=chunk) Adjusted Revenues (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Subscription revenue | $28,467 | $22,779 | | Deferred revenue adjustment | $- | $993 | | Adjusted subscription revenue | $28,467 | $23,772 | | Advisory, advertising, and other revenue | $3,062 | $3,292 | | **Adjusted Revenues** | **$31,529** | **$27,064** | Adjusted Gross Profit and Margin (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Adjusted Revenues | $31,529 | $27,064 | | Costs of revenue | $(8,937) | $(7,170) | | Amortization of intangible assets | $2,597 | $1,823 | | **Adjusted Gross Profit** | **$25,189** | **$21,717** | | **Adjusted Gross Profit Margin** | **80%** | **80%** | Adjusted EBITDA and Margin (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss | $(19,273) | $(28,351) | | EBITDA | $(6,815) | $(1,485) | | Stock-based compensation | $6,506 | $260 | | Change in fair value of financial instruments | $(14,680) | $1,338 | | Other non-cash (gains) charges | $5,873 | $(8,609) | | **Adjusted EBITDA** | **$(6,967)** | **$(6,805)** | | **Adjusted EBITDA Margin** | **(22.1)%** | **(25.1)%** | [Key Components of Results of Operations](index=50&type=section&id=Key%20Components%20of%20Results%20of%20Operations) This chapter defines the primary revenue streams, cost of revenues, operating expenses, and non-operating items impacting financial results - Revenues are primarily derived from subscription arrangements (approx. **90%**) and advisory, advertising, and other services. Subscription revenues are recognized ratably over contract terms, while advisory revenues are recognized upon specific deliverables[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) - Cost of revenues includes hosting, data center costs, amortization of developed technology and capitalized software, third-party fees, compensation for professional services, and direct production costs[216](index=216&type=chunk) - Operating expenses include Research and Development, Sales and Marketing, Editorial, General and Administrative, Amortization of Intangible Assets, Impairment of Goodwill, and Transaction Costs, net[217](index=217&type=chunk)[218](index=218&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) - Non-operating items include Interest expense, net, Change in fair value of financial instruments, Gain on PPP loan upon extinguishment, and Income taxes[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) [Results of Operations Comparison (Q1 2023 vs Q1 2022)](index=52&type=section&id=Results%20of%20Operations) This chapter provides a detailed comparative analysis of the company's revenues, expenses, and net loss between Q1 2023 and Q1 2022 Consolidated Results of Operations (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | Change ($) | Change (%) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Total revenues | $31,529 | $26,071 | $5,458 | 20.9% | | Subscription revenue | $28,467 | $22,779 | $5,688 | 25.0% | | Advisory, advertising, and other revenue | $3,062 | $3,292 | $(230) | (7.0)% | | Cost of revenues | $8,937 | $7,170 | $1,767 | 24.6% | | Research and development | $5,120 | $6,018 | $(898) | (14.9)% | | Sales and marketing | $12,298 | $9,497 | $2,801 | 29.5% | | General and administrative | $18,221 | $10,557 | $7,664 | 72.6% | | Impairment of goodwill | $5,837 | $- | $5,837 | 100% | | Transaction costs (gains), net | $1,408 | $(1,045) | $2,453 | (234.7)% | | Operating loss | $(27,371) | $(12,410) | $(14,961) | 120.6% | | Interest expense, net | $6,681 | $22,523 | $(15,842) | (70.3)% | | Change in fair value of financial instruments | $(14,680) | $1,338 | $(16,018) | NM% | | Net loss | $(19,273) | $(28,351) | $9,078 | (32.0)% | - Total revenues increased by **20.9%** to **$31.5 million**, driven by a **25%** increase in subscription revenue, with organic business growth contributing **$3.2 million** and acquisitions adding **$1.6 million**[231](index=231&type=chunk)[233](index=233&type=chunk) - Operating expenses increased by **53.1%** to **$58.9 million**, primarily due to a **$5.8 million** goodwill impairment, a **$7.7 million** increase in general and administrative expenses (including **$5.5 million** in stock-based compensation), and a **$2.8 million** increase in sales and marketing expenses[231](index=231&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) - Net loss improved by **32.0%** to **$(19.3) million**, largely due to a **$15.8 million** decrease in interest expense and a **$16.0 million** positive swing in the fair value of financial instruments (from a loss to a gain)[231](index=231&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) This chapter assesses the company's cash position, working capital, debt, and cash flow activities, and management's outlook on future liquidity - The Company's cash, cash equivalents, and restricted cash decreased to **$47.5 million** at March 31, 2023, from **$61.2 million** at December 31, 2022. It also reported a negative working capital balance of **$42.1 million** (excluding cash) and an accumulated deficit of **$720.2 million**[258](index=258&type=chunk)[259](index=259&type=chunk) - Management believes current cash, expected product sales, and available borrowings under the New Senior Term Loan will be sufficient to meet short-term and long-term operating expenses and capital expenditures for at least the next twelve months[260](index=260&type=chunk) Principal Debt Outstanding (in thousands) | Debt Type | March 31, 2023 | December 31, 2022 | | :---------------------------- | :------------- | :---------------- | | New Senior Term Loan | $157,024 | $150,647 | | Convertible Notes | $12,654 | $12,219 | | Dragonfly Seller Convertible Notes | $11,044 | $- | | Aicel Convertible Note | $1,138 | $1,174 | | PPP Loan | $224 | $251 | | **Total Principal Outstanding** | **$182,084** | **$164,291** | - Net cash used in operating activities was **$12.8 million** in Q1 2023, an increase of **$2.6 million** from Q1 2022, primarily due to the net loss and changes in working capital[278](index=278&type=chunk) - Net cash used in investing activities was **$6.9 million** in Q1 2023, mainly for business acquisitions (**$5.0 million**) and capital expenditures (**$1.9 million**)[280](index=280&type=chunk) [Off-Balance Sheet Arrangements](index=63&type=section&id=Off-Balance%20Sheet%20Arrangements) This chapter confirms the absence of material off-balance sheet financing activities or arrangements during the reporting periods - The Company did not engage in any off-balance sheet financing activities or other arrangements that have a material effect on its financial condition or results of operations during the periods presented[283](index=283&type=chunk) [Recently Issued Accounting Pronouncements](index=64&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This chapter refers to Note 1 for details on new accounting pronouncements and their impact on the financial statements - Information regarding new accounting pronouncements and their impact is detailed in Note 1 of the financial statements[285](index=285&type=chunk) [Critical Accounting Estimates and Policies](index=64&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) This chapter highlights key accounting policies and estimates requiring significant management judgment, such as revenue recognition, business combinations, goodwill, and warrant liabilities - Key accounting policies requiring significant judgment include revenue recognition (determining distinct performance obligations and standalone selling price), costs capitalized to obtain revenue contracts (estimating average period of benefit), and business combinations (fair value allocation of acquired assets and liabilities)[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk) - Significant estimates in valuing intangible assets and goodwill include future cash flows, customer attrition rates, discount rates, and fair value of earnout consideration[296](index=296&type=chunk) - Goodwill is tested annually for impairment, with the ESG reporting unit experiencing a **$5.8 million** impairment in Q1 2023 due to stock price decline and underperformance[298](index=298&type=chunk)[304](index=304&type=chunk) - Warrant liabilities are accounted for at fair value and re-measured each reporting period, with changes recognized in the consolidated statement of operations[306](index=306&type=chunk) - Deferred taxes and valuation allowances require judgment on future profitability, and the incremental borrowing rate for leases is estimated quarterly based on market and capital structure conditions[308](index=308&type=chunk)[309](index=309&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risks](index=69&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) This section discusses the Company's exposure to market risks, including foreign currency exchange risk, interest rate risk, and inflation risk, and their potential impact on financial condition and results of operations - The Company is exposed to foreign currency exchange rate risk, particularly from fluctuations in the Euro, British Pound Sterling, and Australian Dollar, which negatively impacted total revenue by approximately **1.0%** in Q1 2023 compared to Q1 2022[311](index=311&type=chunk)[312](index=312&type=chunk) - Interest rate risk is associated with the variable rate New Senior Term Loan. A hypothetical one percentage point increase in the Prime Rate would increase annual cash interest expense by approximately **$1.6 million**, based on the **$157.0 million** outstanding balance at March 31, 2023[313](index=313&type=chunk)[314](index=314&type=chunk) - Inflation has not had a material impact on the Company's financial condition or results to date, but a high rate of inflation in the future could have an adverse effect[315](index=315&type=chunk) [Item 4. Controls and Procedures](index=69&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the Company's disclosure controls and procedures, noting a material weakness but affirming fair presentation of financial statements - As of March 31, 2023, the Company's disclosure controls and procedures were not effective due to a material weakness identified in the prior year[317](index=317&type=chunk) - Despite the material weakness, management concluded that the financial statements present fairly, in all material respects, the Company's financial position, results of operations, and cash flows in conformity with GAAP[318](index=318&type=chunk) - There were no changes in internal control over financial reporting during Q1 2023 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than remediation activities for the identified material weakness[319](index=319&type=chunk) [Part II. OTHER INFORMATION](index=71&type=section&id=Part%20II.%20OTHER%20INFORMATION) This part contains miscellaneous disclosures, including legal proceedings, risk factors, equity sales, defaults, mine safety, and a list of exhibits [Item 1. Legal Proceedings](index=71&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the Company is not currently a party to any litigation or regulatory proceeding that is expected to have a material adverse effect on its business, results of operations, financial conditions, or cash flows - The Company is not currently involved in any legal or regulatory proceedings that are expected to have a material adverse effect on its business, results of operations, financial conditions, or cash flows[320](index=320&type=chunk) [Item 1A. Risk Factors](index=71&type=section&id=Item%201A.%20Risk%20Factors) This section indicates that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed on March 28, 2023 - No material changes to the risk factors disclosed in the Company's Current Report on Form 10-K filed on March 28, 2023, have occurred as of the date of this Quarterly Report[321](index=321&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on unregistered sales of equity securities and confirms that the Company did not repurchase any shares of its common stock during the three months ended March 31, 2023 - The Company had no unregistered sales of equity securities during the three months ended March 31, 2023, other than those reported on Form 8-K filings on January 27, 2023, and March 20, 2023[322](index=322&type=chunk) - The Company did not repurchase any shares of its common stock during the three months ended March 31, 2023[323](index=323&type=chunk) [Item 3. Defaults upon Senior Securities](index=71&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[324](index=324&type=chunk) [Item 4. Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[325](index=325&type=chunk) [Item 5. Other Information](index=71&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[326](index=326&type=chunk) [Item 6. Exhibits](index=71&type=section&id=Item%206.%20Exhibits) This section lists the exhibits required by Item 601 of Regulation S-K, including the Agreement and Plan of Merger, Certificate of Incorporation, Bylaws, Warrant Agreement, and other key agreements and certifications - The report includes exhibits such as the Agreement and Plan of Merger, Certificate of Incorporation, Bylaws, Warrant Agreement, Form of Restricted Stock Agreement, Form of 8% Convertible Note, Amendment No. 1 to Credit and Guaranty Agreement, Form of Warrant, Executive Severance Plan, and various certifications[328](index=328&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) [SIGNATURES](index=74&type=section&id=SIGNATURES) This chapter confirms the official signing of the report by the Chief Financial Officer and Chief Executive Officer on May 15, 2023 - The report is signed by Jon Slabaugh, Chief Financial Officer, and Timothy Hwang, Chief Executive Officer, on May 15, 2023[335](index=335&type=chunk)

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 ...