FiscalNote Holdings, Inc. — Director's Dealing 2022

Aug 2, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FiscalNote Holdings, Inc. (NOTE)
CIK: 0001823466
Period of Report: 2022-07-29

Reporting Person: Maso Capital Partners Ltd (10% Owner)
Reporting Person: BLACKWELL PARTNERS LLC - SERIES A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-29	Class A Common Stock	J	778000	—	Acquired	778000	Indirect
2022-07-29	Class A Common Stock	J	75133	—	Acquired	853133	Indirect
2022-07-29	Class A Common Stock	J	941277	—	Acquired	1794410	Indirect
2022-07-29	Class A Common Stock	J	982445	—	Acquired	2776855	Indirect
2022-07-29	Class A Common Stock	J	2186000	—	Acquired	2186000	Indirect
2022-07-29	Class A Common Stock	J	210373	—	Acquired	2396373	Indirect
2022-07-29	Class A Common Stock	J	7643194	—	Acquired	10039567	Indirect
2022-07-29	Class A Common Stock	J	5616683	—	Acquired	15656250	Indirect
2022-07-29	Class A Common Stock	J	1036000	—	Acquired	1036000	Indirect
2022-07-29	Class A Common Stock	J	90159	—	Acquired	1126159	Indirect
2022-07-29	Class A Common Stock	J	2823843	—	Acquired	3950002	Indirect
2022-07-29	Class A Common Stock	J	2205625	—	Acquired	6155627	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-29	Warrants (Right to Buy)	$7.32	J	389000	Acquired		Class A Common Stock (611286)	Indirect
2022-07-29	Warrants (Right to Buy)	$7.32	J	1093000	Acquired		Class A Common Stock (1717571)	Indirect
2022-07-29	Warrants (Right to Buy)	$7.32	J	518000	Acquired		Class A Common Stock (814000)	Indirect
2022-07-29	Warrants (Right to Buy)	$7.32	J	1267700	Acquired		Class A Common Stock (1992100)	Indirect
2022-07-29	Warrants (Right to Buy)	$7.32	J	4138400	Acquired		Class A Common Stock (6503200)	Indirect
2022-07-29	Warrants (Right to Buy)	$7.32	J	1593900	Acquired		Class A Common Stock (2504700)	Indirect

Footnotes

F1: These shares of Class A Common Stock were received on a one-for-one basis in exchange for the Class A ordinary shares held by the Reporting Persons concurrently with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated November 7, 2021, by and among Duddell Street Acquisition Corp. (now known as FiscalNote Holdings Inc., the "Issuer"), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and FiscalNote Holdings, Inc. ("Old FiscalNote") (as it may be amended and/or restated from time to time (the "Business Combination Agreement")).

F2: These shares Class A Common Stock and Warrants, as applicable, are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL.

F3: MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

F4: Each of the Reporting Persons acquired shares of Class A Common Stock in exchange for convertible notes issued by Old FiscalNote (the "Convertible Notes") held by the Reporting Person in accordance with the terms of the Convertible Notes and the Business Combination Agreement.

F5: Immediately prior to Closing (as defined in the Business Combination Agreement), each of the applicable Reporting Persons subscribed for shares of Class A Common Stock pursuant to the terms of the Backstop Agreement, dated as of November 7, 2021, by and among the Issuer and the Reporting Persons (the "Backstop Shares").

F6: Immediately prior to Closing, each of the applicable Reporting Persons received a distribution of shares of Class A Common Stock as Bonus Shares (as defined in the Business Combination Agreement) in connection with electing not to redeem outstanding shares of Class A Common Stock held by the Reporting Person, including with respect to any Backstop Shares issued to and held by the Reporting Person.

F7: These shares of Class A Common Stock and Warrants, as applicable, are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL.

F8: These shares of Class A Common Stock and Warrants, as applicable, are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.

F9: Each Warrant held by a Reporting Person entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date (as defined in the Business Combination Agreement) and will expire on the fifth anniversary of the Closing Date.

F10: Each Warrant held by the Reporting Persons was initially acquired at the time of the initial public offering of the Issuer and were contingent on the closing of an initial business combination within a specified period of time. Each Warrant now entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date and will expire on the fifth anniversary of the Closing Date.