FiscalNote Files Amendment to Its Previously Filed Form S-1 Registration Statement

Rhea-AI Summary

FiscalNote (NYSE: NOTE) has filed an amendment to its previously filed resale registration statement on Form S-1 with the SEC, initially submitted on August 26, 2022. This amendment, aimed at addressing comments from the SEC, does not involve a new securities issuance. As of June 30, 2022, the company reported approximately $92 million in cash, $150 million in gross debt, and $100 million in additional debt capacity. FiscalNote anticipates achieving positive Adjusted EBITDA by Q4 2023, indicating its commitment to organic growth and potential M&A opportunities.

Positive

• Projected positive Adjusted EBITDA by Q4 2023.
• Sufficient funding for organic growth and M&A post-business combination.

Negative

• The filing of the amended registration may indicate regulatory scrutiny pertaining to the company's financial position.

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

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

The Registration Statement has been filed with the SEC but has not yet become effective. The securities covered by the Registration Statement may not be sold nor may offers to buy be accepted before the Registration Statement becomes effective. Sales by affiliates also are subject to the expiration of applicable “lock-up” periods and other restrictions under applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction. The Registration Statement and preliminary prospectus therein may be accessed through the SEC’s website at www.sec.gov.

About FiscalNote

FiscalNote (NYSE: NOTE) is a leading technology provider of global policy and market intelligence. By uniquely combining AI technology, actionable data, and expert and peer insights, FiscalNote empowers customers to manage policy, address regulatory developments, and mitigate global risk. Since 2013, FiscalNote has pioneered technology that delivers mission-critical insights and the tools to turn them into action. Home to CQ, Equilibrium, FrontierView, Oxford Analytica, VoterVoice, and many other industry-leading brands, FiscalNote serves more than 5,000 customers worldwide with global offices in North America, Europe, Asia, and Australia. To learn more about FiscalNote and its family of brands, visit FiscalNote.com and follow @FiscalNote.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote's future financial or operating performance. For example, statements regarding FiscalNote's financial outlook for future periods, expectations regarding profitability and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma," "may," "should," "could," "might," "plan," "possible," "project," "strive," "budget," "forecast," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Factors that may impact such forward-looking statements include, but are not limited to:

• FiscalNote's ability to effectively manage its growth;
• changes in FiscalNote's strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans;
• FiscalNote's future capital requirements;
• demand for FiscalNote's services and the drivers of that demand;
• FiscalNote's ability to provide highly useful, reliable, secure and innovative products and services to its customers;
• FiscalNote's ability to attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify areas of higher growth;
• risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions;
• FiscalNote's ability to develop, enhance, and integrate its existing platforms, products, and services;
• FiscalNote's ability to successfully identify acquisition opportunities, make acquisitions on terms that are commercially satisfactory, successfully integrate potential acquired businesses and services, and subsequently grow acquired businesses;
• FiscalNote's estimated total addressable market and other industry and performance projections;
• FiscalNote's reliance on third-party systems that it does not control to integrate with its systems and its potential inability to continue to support integration;
• potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote's networks or systems or those of its service providers;
• FiscalNote's ability to obtain and maintain accurate, comprehensive, or reliable data to support its products and services;
• FiscalNote's ability to introduce new features, integrations, capabilities, and enhancements to its products and services;
• FiscalNote's ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services;
• competition and competitive pressures in the markets in which FiscalNote operates;
• larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;
• FiscalNote's ability to protect and maintain its brands;
• FiscalNote's ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;
• FiscalNote's ability to retain or recruit key personnel;
• FiscalNote's ability to effectively maintain and grow its research and development team and conduct research and development;
• FiscalNote's ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts;
• the impact of the COVID-19 pandemic and other similar disruptions in the future;
• adverse general economic and market conditions reducing spending on our products and services;
• the outcome of any known and unknown litigation and regulatory proceedings;
• FiscalNote's ability to successfully establish and maintain public company-quality internal control over financial reporting;
• intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate; and
• litigation and the ability to adequately protect FiscalNote's intellectual property rights.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20220929005341/en/

Media

Nicholas Graham

FiscalNote

press@fiscalnote.com

Investors

Sara Buda

FiscalNote

ir@fiscalnote.com

Source: FiscalNote

FAQ

What is the recent filing by FiscalNote regarding Form S-1?

FiscalNote filed an amendment to its resale registration statement on Form S-1 with the SEC to address comments from the SEC staff.

What is the cash position of FiscalNote as of June 30, 2022?

As of June 30, 2022, FiscalNote reported approximately $92 million in cash.

When does FiscalNote expect to achieve positive Adjusted EBITDA?

FiscalNote expects to achieve positive Adjusted EBITDA by the fourth quarter of 2023.

Does the amended registration indicate a new issuance of securities?

No, the amendment does not register a new issuance of securities in connection with any capital raising transaction.

What was the status of FiscalNote's debt as reported in the recent press release?

FiscalNote reported $150 million in gross debt and $100 million in additional debt capacity as of June 30, 2022.