FiscalNote Holdings, Inc. — Director's Dealing 2023

Jan 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FiscalNote Holdings, Inc. (NOTE)
CIK: 0001823466
Period of Report: 2023-01-17

Reporting Person: Jain Manoj (Director, 10% Owner)
Reporting Person: Duddell Street Holdings Ltd (10% Owner)
Reporting Person: Maso Capital Partners Ltd (10% Owner)
Reporting Person: Maso Capital Investments Ltd (10% Owner)
Reporting Person: BLACKWELL PARTNERS LLC - SERIES A (10% Owner)
Reporting Person: Star V Partners LLC (10% Owner)
Reporting Person: Khurana Sohit (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-17	Warrants (Right to Buy)	$7.32	J	7000000	Disposed		Class A Common Stock (7000000)	Indirect
2023-01-17	Warrants (Right to Buy)	$7.32	J	1267700	Acquired		Class A Common Stock (1267700)	Indirect
2023-01-17	Warrants (Right to Buy)	$7.32	J	4138400	Acquired		Class A Common Stock (4138400)	Indirect
2023-01-17	Warrants (Right to Buy)	$7.32	J	1593900	Acquired		Class A Common Stock (1593900)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (Right to Buy)	$7.32		Class A Common Stock (389000)	389000	Indirect
Warrants (Right to Buy)	$7.32		Class A Common Stock (1093000)	1093000	Indirect
Warrants (Right to Buy)	$7.32		Class A Common Stock (518000)	518000	Indirect

Footnotes

F1: Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Agreement and Plan of Merger dated November 7, 2021, by and among Duddell Street Acquisition Corp., Grassroots Merger Sub, Inc., and FiscalNote Holdings, Inc. (the "Business Combination Agreement")).

F2: These Warrants 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: These Warrants 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.

F5: These Warrants 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.

F6: Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Business Combination Agreement).

F7: These Warrants are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Alan Finnerty.

F8: These Warrants were transferred to MCIL by the previous holder of record, Duddell, without any consideration.

F9: These shares were transferred to BPL by the previous holder of record, Duddell, without any consideration.

F10: These Warrants were transferred to SVPL by the previous holder of record, Duddell, without any consideration.