[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Unaudited Condensed Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for Duddell Street Acquisition Corp., highlighting the restatement of prior periods and the proposed business combination with FiscalNote Holdings, Inc [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of September 30, 2021, shows total assets of **$175.6 million**, liabilities of **$18.7 million**, and a shareholders' deficit of **$18.1 million**, with **$175.0 million** in redeemable Class A ordinary shares Condensed Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2021 | Dec 31, 2020 (Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $98,665 | $— | | Investments held in Trust Account | $175,084,390 | $175,030,689 | | **Total Assets** | **$175,564,377** | **$176,232,179** | | **Liabilities & Equity** | | | | Total current liabilities | $2,994,168 | $359,697 | | Deferred underwriting commissions | $6,125,000 | $6,125,000 | | Derivative warrant liabilities | $9,547,500 | $20,805,000 | | **Total Liabilities** | **$18,666,668** | **$27,289,697** | | Class A ordinary shares subject to possible redemption | $175,000,000 | $175,000,000 | | **Total shareholders' deficit** | **($18,102,291)** | **($26,057,518)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported net income of **$2.5 million** for the quarter and **$8.0 million** for the nine months ended September 30, 2021, primarily driven by non-operating gains from derivative warrant liabilities Statement of Operations Summary (Unaudited) | Item | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | ($1,071,145) | ($3,355,975) | | Interest earned on investments held in Trust Account | $2,253 | $53,702 | | Change in fair value of derivative warrant liabilities | $3,562,500 | $11,257,500 | | **Net income** | **$2,493,608** | **$7,955,227** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide critical context, detailing the company's SPAC nature, going concern doubts, restatement of prior financial statements, and the definitive merger agreement with FiscalNote Holdings, Inc - The company is a blank check company with a **24-month** period from its IPO (until **November 2, 2022**) to complete a Business Combination[19](index=19&type=chunk)[29](index=29&type=chunk) - Management has identified a working capital deficit that raises substantial doubt about the Company's ability to continue as a going concern[48](index=48&type=chunk) - Previously issued financial statements for the quarters ended **March 31, 2021**, and **June 30, 2021**, were restated to classify all Class A ordinary shares subject to possible redemption as temporary equity, correcting a material error[35](index=35&type=chunk)[36](index=36&type=chunk) - On **November 7, 2021**, the Company entered into a definitive merger agreement with FiscalNote Holdings, Inc., with the transaction expected to close in the **first quarter of 2022**[109](index=109&type=chunk)[112](index=112&type=chunk) - In connection with the proposed merger, the company has secured **$100 million** in PIPE financing and a **$175 million** backstop agreement from affiliates of the Sponsor[117](index=117&type=chunk)[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its non-operating net income, going concern doubts, and the proposed business combination with FiscalNote, including financing details - The company is a blank check company incorporated on **August 28, 2020**, for the purpose of effecting a business combination[125](index=125&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | Q3 2021 (3 months) | ~$2.5 million | $3.6M gain on warrant liabilities | | YTD 2021 (9 months) | ~$8.0 million | $11.3M gain on warrant liabilities | | Inception to Sep 30, 2020 | ~($35,000) | General & administrative expenses | - A working capital deficit of approximately **$2.5 million** as of **September 30, 2021**, raises substantial doubt about the company's ability to continue as a going concern[136](index=136&type=chunk)[138](index=138&type=chunk) - On **November 7, 2021**, the company entered into a definitive merger agreement with FiscalNote Holdings, Inc., which includes a **$100 million** PIPE financing commitment and a **$175 million** backstop agreement[147](index=147&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[169](index=169&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to a material weakness in accounting for complex financial instruments, leading to restatements and ongoing remediation efforts - Disclosure controls and procedures were deemed not effective as of **September 30, 2021**[170](index=170&type=chunk) - A material weakness was identified in internal control over financial reporting concerning the accounting for complex features of Class A ordinary shares and warrants[170](index=170&type=chunk) - This material weakness led to the restatement of the interim financial statements for the quarters ended **March 31, 2021**, and **June 30, 2021**[170](index=170&type=chunk) - Remediation efforts include performing additional accounting and financial analyses and consulting with subject matter experts[172](index=172&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team - There is no material litigation, arbitration or governmental proceeding currently pending against the company[174](index=174&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section highlights no material changes to previously disclosed risk factors, except for a new material weakness in internal control over financial reporting related to complex financial instruments - A material weakness has been identified in the company's internal control over financial reporting related to accounting for complex financial instruments[176](index=176&type=chunk)[177](index=177&type=chunk) - This weakness resulted in the restatement of previously filed financial statements and could adversely affect investor confidence and operating results[177](index=177&type=chunk) - The company faces potential adverse regulatory consequences, litigation, or other disputes arising from the restatements and material weakness[180](index=180&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[181](index=181&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes CEO and CFO certifications pursuant to **Sarbanes-Oxley Act Sections 302 and 906**[186](index=186&type=chunk) - XBRL Instance Document and related taxonomy files are included as exhibits[186](index=186&type=chunk)

Financial Performance - The company had a net income of approximately $2.0 million for the three months ended June 30, 2021, primarily due to a gain of approximately $4.0 million from the change in fair value of derivative warrant liabilities[110]. - For the six months ended June 30, 2021, the company reported a net income of approximately $5.5 million, which included a gain of approximately $7.7 million from the change in fair value of derivative warrant liabilities[111]. Cash and Working Capital - As of June 30, 2021, the company had cash of approximately $24,000 and a working capital deficit of approximately $1.4 million[112]. - The company has determined that its working capital deficit raises substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or liquidation[114]. Initial Public Offering (IPO) - The company generated gross proceeds of $175.0 million from its Initial Public Offering, with offering costs of approximately $10.1 million[102]. - The company completed a private placement of 5,500,000 warrants at a price of $1.00 per warrant, generating gross proceeds of $5.5 million[103]. - The company has 24 months from the closing of the Initial Public Offering to complete a Business Combination, or it will liquidate and redeem public shares[108]. - The underwriters are entitled to deferred underwriting commissions of approximately $6.1 million, payable only upon the completion of a Business Combination[123]. Expenses and Financial Obligations - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[109]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[123]. Shareholder Equity - As of June 30, 2021, there were 14,940,409 Class A ordinary shares subject to possible redemption, classified as temporary equity[128]. - The company applies the two-class method for calculating earnings per share, excluding 14,940,409 Class A ordinary shares from basic income per ordinary share calculation[129]. Accounting and Reporting - The company adopted ASU 2020-06 on January 1, 2021, which simplifies accounting for convertible instruments, with no impact on financial position or results[130]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[131]. Investments and Risk Management - The net proceeds from the Initial Public Offering are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[137]. - The estimated fair values of investments held in the Trust Account are determined using available market information[124]. - The fair value of Public Warrants and Private Placement Warrants is adjusted at each reporting period, with initial measurement using a Monte Carlo simulation model[127]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[138]. - As of June 30, 2021, the company had no off-balance sheet arrangements[132].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or othe ...

IPO and Financing - The company completed its Initial Public Offering on November 2, 2020, raising gross proceeds of $175.0 million from the sale of 17,500,000 units at $10.00 per unit, with offering costs of approximately $10.1 million [243]. - The company has a promissory note with the Sponsor for up to $250,000 for IPO-related costs, with approximately $176,000 borrowed as of December 31, 2020 [259]. - The underwriters are entitled to deferred underwriting commissions of approximately $6.1 million, payable only if a Business Combination is completed [261]. - The company intends to complete its initial business combination using cash from the IPO and private placement proceeds, capital shares, debt, or a combination thereof [246]. Financial Performance - As of December 31, 2020, the company reported a net loss of approximately $641,000, primarily due to general and administrative expenses of approximately $672,000, offset by interest income of approximately $31,000 [249]. - The company generated non-operating income from interest on cash and cash equivalents but will not generate operating revenues until the completion of a business combination [248]. - The diluted net loss per ordinary share is the same as the basic net loss per ordinary share due to the exclusion of certain shares from the calculation [264]. Liquidity and Capital Resources - The company had no cash outside of the Trust Account and reported working capital of approximately $842,000 as of December 31, 2020 [250]. - The company has a liquidity need satisfied through a $25,000 payment from the Sponsor and a loan of approximately $176,000, with an additional $1.6 million paid for expenses by the Sponsor's affiliate [251]. - The company has $2 million due from an affiliate of the Sponsor, which will be released once the bank account is set up [258]. - As of December 31, 2020, the company had no borrowings under Working Capital Loans [260]. Business Combination and Operations - The company has 24 months from the IPO closing date to complete a business combination, or it will cease operations and redeem public shares [247]. - At December 31, 2020, there were 16,474,748 Class A ordinary shares subject to possible redemption, classified as temporary equity [263]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [267]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years [268]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [269]. Shareholder Information - The company issued 5,031,250 Class B ordinary shares to Initial Shareholders for $25,000, with a provision for the Sponsor to surrender up to 656,250 shares if the underwriters' over-allotment option is not fully exercised [256]. - The Trust Account investments are primarily in U.S. government securities with a maturity of 185 days or less, classified as trading securities [262]. - The company does not have any off-balance sheet arrangements or long-term liabilities as of December 31, 2020 [266].

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 September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DUDDELL STREET ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | 333-249207 | N/A | | --- | --- | --- | | (St ...