STOCK TITAN

FiscalNote (NOTE) gets extended forbearance on delisting-related subordinated debt defaults

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. amended its existing forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd., which hold subordinated convertible debt. The creditors agreed to continue waiving defaults that arose when FiscalNote’s Class A common stock was delisted from the New York Stock Exchange and to forbear from enforcing related rights until July 21, 2026.

This extension temporarily stabilizes the company’s relationship with these subordinated creditors but underscores that delisting-related defaults remain outstanding and subject to creditor action after the forbearance period ends.

Positive

  • None.

Negative

  • Subordinated debt remains in default due to NYSE delisting, with creditors only temporarily waiving enforcement rights under forbearance agreements that currently extend to July 21, 2026.

Insights

FiscalNote extends creditor forbearance on delisting-related debt defaults.

FiscalNote amended forbearance agreements with subordinated creditors GPO and YA covering subordinated convertible debt. These creditors are waiving defaults tied to the NYSE delisting of the company’s Class A shares and are refraining from exercising default remedies until July 21, 2026.

This indicates ongoing covenant or event-of-default issues rather than resolution of the underlying problem. The forbearance is time-limited; after July 21, 2026, these creditors could exercise their rights unless further agreements or cures are reached, which may affect leverage negotiations and refinancing flexibility.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Forbearance end date July 21, 2026 End of waiver and forbearance period on delisting-related defaults
Original forbearance agreement date April 21, 2026 Date of initial forbearance agreements later amended
forbearance agreements financial
"entered into letter agreements amending its forbearance agreements dated April 21, 2026"
A forbearance agreement is a temporary deal between a borrower and a lender in which the lender agrees not to pursue default remedies or to relax payment terms for a set period. It matters to investors because it can preserve short-term cash flow and avoid an immediate default, but it can also signal financial stress and delay recognition of credit losses, so it affects risk assessment and valuation.
subordinated convertible debt instruments financial
"under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors"
delisting financial
"arising from the delisting of the Company’s Class A common stock from the New York Stock Exchange"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
Subordinated Creditors financial
"YA II PN, Ltd. (“YA” and together with GPO, the “Subordinated Creditors”)"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
false 0001823466 0001823466 2026-06-24 2026-06-24
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

 

 

 

LOGO

FISCALNOTE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39672   88-3772307

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Id No.)

 

1201 Pennsylvania Avenue NW 6th Floor

Washington, District of Columbia

  20004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (202) 793-5300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

N/A   N/A   N/A
N/A   N/A   N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 


Item 8.01

Other Events.

On June 24, 2026, FiscalNote Holdings, Inc. (the “Company”) entered into letter agreements amending its forbearance agreements dated April 21, 2026, as amended, with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd. (“YA” and together with GPO, the “Subordinated Creditors”). Pursuant to the forbearance agreements, as amended, each Subordinated Creditor has agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the delisting of the Company’s Class A common stock from the New York Stock Exchange, and to forbear from exercising any rights relating to such defaults, until July 21, 2026.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FiscalNote Holdings, Inc.
    (Registrant)
June 24, 2026     By  

/s/ Jon Slabaugh

      Jon Slabaugh
            Chief Financial Officer

FAQ

What did FiscalNote Holdings (NOTE) disclose in this 8-K filing?

FiscalNote disclosed amended forbearance agreements with GPO FN Noteholder and YA II PN. These subordinated creditors agreed to continue waiving defaults triggered by the NYSE delisting of FiscalNote’s Class A stock and to forbear from enforcing related rights until July 21, 2026.

Why are FiscalNote’s subordinated creditors involved with NYSE delisting issues?

GPO FN Noteholder and YA II PN hold subordinated convertible debt whose terms treat the NYSE delisting of FiscalNote’s Class A shares as a default. Their forbearance agreements temporarily waive those delisting-related defaults and pause enforcement of associated creditor rights for a defined period.

How long will FiscalNote’s amended forbearance agreements last?

Under the amended arrangements, each subordinated creditor has agreed to waive delisting-related defaults and forbear from exercising related rights until July 21, 2026. After that date, absent further agreements or cures, the creditors could once again act on those existing defaults.

Who are the subordinated creditors to FiscalNote mentioned in the filing?

The subordinated creditors are GPO FN Noteholder, LLC and YA II PN, Ltd. They hold subordinated convertible debt instruments issued by FiscalNote and have entered into forbearance agreements waiving delisting-related defaults and delaying enforcement actions through July 21, 2026.

What type of debt is covered by FiscalNote’s forbearance agreements?

The forbearance agreements cover subordinated convertible debt instruments issued to GPO FN Noteholder and YA II PN. These instruments became subject to defaults when FiscalNote’s Class A common stock was delisted from the New York Stock Exchange, prompting the need for creditor forbearance.

Filing Exhibits & Attachments

3 documents