FiscalNote sells FrontierView unit for up to $9.4M

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) has completed the sale of its FrontierView business (Frontier Strategy Group, LLC) to Oxford Economics USA, Inc. Under an Equity Purchase Agreement, the buyer will pay a total value of up to approximately $9.4 million, consisting of $6.4 million in cash at closing and a potential earn-out of up to $3.0 million, subject to working capital adjustments and revenue targets. $1.0 million of the closing cash price was placed into escrow for post-closing adjustments and indemnification.

The company used proceeds from the FrontierView sale to prepay $4.95 million of term loans and $0.05 million of accrued interest under its financing agreement, and to pay transaction expenses. On an updated 2026 basis excluding FrontierView, FiscalNote now expects full-year 2026 revenue of $74–$76 million and adjusted EBITDA of $8–$10 million, while stating that expectations for its core Policy business are unchanged. Unaudited pro forma financial information shows the impact of this and prior divestitures, including the earlier $40.0 million cash sale of Oxford Analytica and Dragonfly.

8-K Event Classification

4 items: 1.01, 2.01, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

FrontierView total transaction value: $9.4 million Cash at closing for FrontierView: $6.4 million Potential earn-out: $3.0 million +5 more

8 metrics

FrontierView total transaction value $9.4 million Maximum value of consideration including cash at closing and potential earn-out

Cash at closing for FrontierView $6.4 million Cash received at closing under the Equity Purchase Agreement, subject to adjustments

Potential earn-out $3.0 million Contingent cash earn-out tied to annual recurring revenue targets in 2026

Debt prepayment from proceeds $5.0 million $4.95 million term loan principal and $0.05 million accrued interest prepaid with sale proceeds

Escrow amount $1.055 million Portion of base purchase price held in escrow for adjustments and indemnification

2026 revenue guidance $74–$76 million Updated full-year 2026 revenue outlook excluding FrontierView from the closing date

2026 adjusted EBITDA guidance $8–$10 million Updated full-year 2026 adjusted EBITDA outlook excluding FrontierView

Pro forma 6M 2026 revenue after FrontierView sale $36.2 million Total revenues for six months ended June 30, 2026 on a pro forma basis

Key Terms

Equity Purchase Agreement, earn-out, annual recurring revenue, adjusted EBITDA, +2 more

6 terms

Equity Purchase Agreement regulatory

"entered into an Equity Purchase Agreement with Oxford Economics USA, Inc."

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

earn-out financial

"may be entitled to receive an earn-out payment of up to $3.0 million"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

annual recurring revenue financial

"subject to the achievement of certain annual recurring revenue targets in 2026"

Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.

adjusted EBITDA financial

"now expects full-year 2026 revenue of $74 to $76 million and adjusted EBITDA of $8 to $10 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

unaudited pro forma combined financial information financial

"The following unaudited pro forma combined balance sheet as of June 30, 2026"

senior term loan financial

"related paydown of its senior term loan with proceeds received from the Disposition"

A senior term loan is a company loan that must be repaid on a set schedule and sits near the top of the company’s repayment order, meaning it gets paid before most other debts if the company runs into trouble. Think of it like a mortgage lender getting first dibs on the house proceeds; for investors it affects how risky a company's capital structure is, how much cash is committed to debt service, and how likely lenders are to recover money in a default.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business did FiscalNote (NOTE) sell to Oxford Economics and why?

FiscalNote sold FrontierView, its market intelligence business held through Frontier Strategy Group, LLC, to Oxford Economics. The company states the divestiture sharpens focus on its core policy and regulatory intelligence platform, simplifies operations, and supports strengthening its balance sheet.

How much is FiscalNote (NOTE) receiving from the FrontierView sale?

The Equity Purchase Agreement provides total value of up to $9.4 million, including $6.4 million in cash at closing and a potential earn-out of up to $3.0 million. $1.0 million of the closing cash consideration was placed into escrow for post-closing adjustments and indemnification.

How did FiscalNote (NOTE) use the FrontierView sale proceeds?

FiscalNote used the proceeds to prepay $4.95 million of term loans and $0.05 million of accrued and unpaid interest under its financing agreement with MGG Investment Group LP, and to pay transaction expenses, as described in the filing.

What is FiscalNote’s updated full-year 2026 guidance after the FrontierView divestiture?

On a basis excluding FrontierView from the closing date, FiscalNote now expects full-year 2026 revenue of $74 to $76 million and adjusted EBITDA of $8 to $10 million. The company states this update does not change its expectations for its core Policy business.

What are the earn-out conditions in FiscalNote’s FrontierView sale?

The seller may receive an earn-out payment of up to $3.0 million if FrontierView achieves specified annual recurring revenue targets as of September 30, 2026 and December 31, 2026. These payments are in addition to the cash received at closing, subject to certain retention payments.

What prior divestitures does FiscalNote (NOTE) reference in the pro forma data?

FiscalNote previously agreed to sell Oxford Analytica and Dragonfly to Factiva Limited for total consideration of $40.0 million in cash, subject to customary adjustments. That sale closed on March 31, 2025 and is reflected in the unaudited pro forma combined financial information.

How did the FrontierView sale affect FiscalNote’s pro forma revenues?

For the six months ended June 30, 2026, total revenues decrease from $39.6 million historically to $36.2 million on a pro forma basis after removing FrontierView. For 2025, total revenues decrease from $91.3 million (after earlier divestitures) to $83.8 million on a pro forma basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:10 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:10 PM EDT Learn about SEC filing dates

DC false 0001823466 0001823466 2026-08-27 2026-08-27

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): August 27, 2026

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 Identification No.)

1201 Pennsylvania Avenue NW, 6th Floor,

Washington, D.C. 20004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202)793-5300

(Former name or former address, if changed since last report)

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

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). ☐

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 1.01. Entry into a Material Definitive Agreement.

Introduction

On August 27, 2026 (the “Closing Date”), FiscalNote Holdings, Inc. (the “Company”) sold the equity of its subsidiary owning and operating its FrontierView business (“FrontierView”). The proceeds from the sale of FrontierView were used to prepay $4.95 million of term loans, and $0.05 million of accrued and unpaid interest, under the Company’s Financing Agreement, dated August 5, 2025, with MGG Investment Group LP, as amended, and for transaction expenses.

Purchase Agreement

On the Closing Date, FiscalNote, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Oxford Economics USA, Inc., a Pennsylvania corporation (the “Buyer”), providing for the sale of all of the outstanding equity interests in Frontier Strategy Group, LLC, a Delaware limited liability company, to the Buyer for a total value of up to approximately $9.4 million, consisting of $6.4 million in cash at closing and a potential earnout opportunity of up to $3.0 million, subject to customary working capital adjustments. $1.0 million of the closing cash purchase price was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims. The Seller may be entitled to receive an earn-out payment of up to $3.0 million if FrontierView achieves specified annual recurring revenue targets as of each of September 30, 2026 and December 31, 2026.

The Purchase Agreement contains representations, warranties, covenants and indemnification obligations of the parties customary for transactions similar to those contemplated by the Purchase Agreement. The Purchase Agreement is filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Seller, the Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Seller, the Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Item 7.01. Regulation FD Disclosure.

On August 27, 2026, the Company issued a press release announcing the transactions contemplated by the Purchase Agreement and updated its full-year 2026 guidance issued on August 10, 2026 to reflect the removal of FrontierView from its results as of the Closing Date. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Statements

The unaudited pro forma combined financial information of the Company, giving effect to the disposition of FrontierView, which includes the unaudited pro forma combined balance sheet as of June 30, 2026 and the unaudited pro forma combined statements of operations and comprehensive loss for the year ended December 31, 2026 and for the six-month period ended June 30, 2026 and the related notes, are incorporated herein by reference as Exhibit 99.2 hereto.

The unaudited pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the disposition of FrontierView occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that the Company will experience after the disposition of FrontierView.

(d) Exhibits.

Exhibit Number		Description
10.1		Equity Purchase Agreement, dated as of August 27, 2026
99.1		Press release dated August 27, 2026
99.2		Unaudited pro forma combined financial statements
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.
By:		/s/ Jon Slabaugh
Name:		Jon Slabaugh
Title:		Chief Financial Officer
Date:		September 2, 2026

Exhibit 99.1

FiscalNote Announces and Completes the Sale of FrontierView to

Oxford Economics, Sharpening Focus on Core Policy Business

Transaction Further Simplifies the Core Business, Drives Operating Efficiencies, and

Strengthens the Balance Sheet

FiscalNote Updates Full-Year 2026 Guidance to Reflect the Transaction; Outlook for

Core Policy Business Unchanged

WASHINGTON, D.C. – August 27, 2026 – FiscalNote Holdings, Inc. (OTCID: NOTE) (“FiscalNote” or the “Company”), a global leader in AI-driven policy and regulatory intelligence, today announced the successful divestiture of FrontierView, its market intelligence business, to Oxford Economics, the world’s foremost independent economic advisory firm. The transaction sharpens FiscalNote’s focus on its core policy and regulatory intelligence business and its flagship platform, PolicyNote, while simplifying operations and strengthening the Company’s balance sheet.

In connection with the divestiture, FiscalNote is updating the full-year 2026 guidance issued on August 10, 2026 to reflect the removal of FrontierView from its results as of the closing date. On this basis, the Company now expects full-year 2026 revenue of $74 to $76 million and adjusted EBITDA of $8 to $10 million. This revision does not represent any change in the Company’s expectations for its core Policy business.

The divestiture concentrates FiscalNote’s resources on the differentiated, proprietary assets at the heart of its business — the legislative, regulatory, and policy intelligence delivered through PolicyNote and powered by the decades of trusted analysis behind CQ and Roll Call. It continues the Company’s strategy of focusing on its core, reducing complexity, and driving operating efficiency.

“FrontierView is a strong business with a talented team, and Oxford Economics is the right home for this team and their clients,” said Key Compton, President and Chief Executive Officer of FiscalNote. “For FiscalNote, this sale reflects the discipline we’re applying across the company which is focused on an operating model built around the proprietary policy and regulatory intelligence our customers can’t get anywhere else. The divestiture also simplifies our business, strengthens our balance sheet, and concentrates our resources on the core, where we see the clearest path to durable growth.”

About FiscalNote

FiscalNote (OTCID: NOTE), the global leader in AI-driven policy intelligence, delivers its deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, its flagship platform. Built to ensure the most complete, real-time view of the policy landscape, PolicyNote delivers synthesized, expert-driven analysis integrated with AI-powered monitoring, fueled by the trusted analysis and reporting of CQ and Roll Call, and the grassroots mobilization power of VoterVoice. From the committee room to the board room, FiscalNote’s PolicyNote Suite ensures every user has the unmatched clarity and speed needed to understand and impact policy.

About Oxford Economics

Oxford Economics is the world’s foremost independent economic advisory firm. Covering over 200 countries, 100 industrial sectors, and 8,000 cities and regions, we provide rigorous economic analysis and forecasting to empower leaders to make faster, more confident decisions in an uncertain world.

Contacts

Media

Yojin Yoon

press@fiscalnote.com

Investor Relations

Jon Slabaugh

ir@fiscalnote.com

Source: FiscalNote

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(Amounts in thousands of U.S. dollars)

The following unaudited pro forma combined balance sheet as of June 30, 2026 and the unaudited pro forma combined statement of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 present the financial information of FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) after giving effect to the sale by FiscalNote, Inc., an indirect wholly-owned subsidiary of the Company, of its equity interests in Frontier Strategy Group, LLC (the “Disposition”) and related paydown of its senior term loan with proceeds received from the Disposition (collectively with the sale of Oxford Analytica International Group (“Oxford Analytica”) and Dragonfly Eye Limited (“Dragonfly”), as described below (the “Transactions”)) and related adjustments described in the accompanying notes.

The unaudited pro forma combined statement of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 gives pro forma effect to the Disposition and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2025 also gives pro forma effect to the sale of Oxford Analytica and Dragonfly as described under “Description of the Previously Reported Transactions” below. The unaudited pro forma combined balance sheet as of June 30, 2026 gives pro forma effect to the Disposition and related transactions as if they were completed on June 30, 2026.

The unaudited pro forma combined financial information is based on, and should be read in conjunction with, the audited historical financial statements of FiscalNote and the notes thereto for the year ended December 31, 2025, as well as the disclosures contained in the sections titled “FiscalNote’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K filed on March 24, 2026.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and does not necessarily reflect what FiscalNote’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of FiscalNote. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this Form 8-K and are subject to change as additional information becomes available and analyses are performed.

Description of the Dispositions

Sale of Frontier Strategy Group, LLC

On August 26, 2026, FiscalNote, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Oxford Economics USA, Inc. (the “Buyer”), pursuant to which the Seller sold all of the outstanding equity interests of Frontier Strategy Group, LLC to the Buyer for a base purchase price of $7.0 million, subject to customary post-closing adjustments (the “Equity Sale”); the Company received $6.4 million after certain working capital adjustments and payment of transaction expenses. In addition, the Buyer agreed to make potential cash earn-out payments to the Seller in the amount of $3.0 million, less the amount of certain potential retention payments to certain employees of the Company, subject to the achievement of certain annual recurring revenue targets in 2026. $1,055 of the base purchase price was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims.

The transaction accounting adjustments for the Disposition remove the assets, liabilities and results of operations of Frontier Strategy Group, LLC and also give effect to adjustments to reflect the use of cash proceeds from the Buyer to pay down existing long-term debt as detailed below.

Sources and Uses of Funds

Sources		Amount
Base Purchase Price (a)		$	7,000
Cash from balance sheet			295
Less: Adjustments to Base Purchase Price (b)			644
Total Sources		$	6,651

Uses		Amount
Debt paydown (c)		$	5,000
Escrow			1,055
Estimated fees and expenses (d)			596
Total Uses		$	6,651

(a) Reflects cash consideration pursuant to the Purchase Agreement.

(b) Reflects adjustments to the purchase price pursuant to the Purchase Agreement on account of working capital and transaction expenses.

(c) Reflects payments for principal of $4,951 and accrued and unpaid interest of $49.

(d) Reflects estimated transaction costs consisting principally of accounting, tax, and legal advisors.

Description of the Previously Reported Transactions

Sale of Oxford Analytica and Dragonfly

On February 21, 2025, FiscalNote, Inc. an indirect wholly-owned subsidiary of the Company, entered into an equity purchase agreement with Factiva Limited pursuant to which the FiscalNote, Inc. agreed to sell all of the outstanding equity interests of Oxford Analytica and Dragonfly to the Factiva Limited for total consideration of $40.0 million in cash, subject to customary post-closing adjustments. The sale of Oxford Analytica and Dragonfly closed on March 31, 2025.

The transaction accounting adjustments for the Previously Reported Transactions remove the results of operations of Oxford Analytica and Dragonfly. There are no pro forma adjustments for the unaudited pro forma combined balance sheet as of June 30, 2026 as the sale of Oxford Analytica and Dragonfly are already reflected in such balance sheet.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of June 30, 2026

(Amounts in thousands of U.S. dollars, except share and par value per share data)

Assets		FiscalNote (Historical)				Dispositions Transaction Accounting Adjustments				Note				FiscalNote Pro Forma As Adjusted
Current assets:
Cash and cash equivalents		$	17,953			$	6,356				2	(a)		$	17,658
							(5,000	)			2	(b)
							(1,055	)			2	(a)
							(596	)			2	(c)
Restricted cash			635				1,055				2	(a)			1,690
Short-term investments			2,001				-								2,001
Accounts receivable, net			7,267				(1,306	)			2	(d)			5,961
Cost capitalized to obtain revenue contracts, net			1,978				(150	)			2	(d)			1,828
Prepaid expenses			1,900				(302	)			2	(d)			1,598
Other current assets			2,155				-								2,155
Total current assets			33,889				(998	)							32,891
Property and equipment, net			3,783				(26	)			2	(d)			3,757
Capitalized software costs, net			12,872				(63	)			2	(d)			12,809
Noncurrent costs capitalized to obtain revenue contracts, net			1,956				(31	)			2	(d)			1,925
Operating lease assets			12,641				-								12,641
Goodwill			68,251				(4,782	)			2	(d)			63,469
Customer relationships, net			28,282				(2,671	)			2	(d)			25,611
Database, net			13,042				(842	)			2	(d)			12,200
Other intangible assets, net			7,530				(321	)			2	(d)			7,209
Total assets		$	182,246			$	(9,734	)						$	172,512
Liabilities and Stockholders’ Equity
Current Liabilities:
Current maturities of long-term debt		$	106,815			$	(4,951	)			2	(b)		$	101,864
Accounts payable and accrued expenses			6,832				(213	)			2	(b)(d)			6,619
Deferred revenue, current portion			30,616				(2,473	)			2	(d)			28,143
Customer deposits			539				(44	)			2	(d)			495
Operating lease liabilities, current portion			3,369				-								3,369
Other current liabilities			130				-								130
Total current liabilities			148,301				(7,681	)							140,620
Long-term debt, net of current maturities			12,432				-								12,432
Deferred tax liabilities			139				-								139
Deferred revenue, net of current portion			210				(12	)			2	(d)			198
Operating lease liabilities, net of current portion			17,579				-								17,579
Public and private warrant liabilities			599				-								599
Other non-current liabilities			2,712				-								2,712
Total liabilities			181,972				(7,693	)							174,279
Commitment and contingencies
Stockholders' equity
Class A Common stock ($0.0001 par value, 1,700,000,000 authorized, 27,451,503 issued and outstanding at June 30, 2026)			3				-								3
Class B Common stock ($0.0001 par value, 9,000,000 authorized, 690,909 issued and outstanding at June 30, 2026)			-				-								-
Additional paid-in capital			942,787				-								942,787
Accumulated other comprehensive income			1,077				-								1,077
Accumulated deficit			(943,593	)			(1,445	)			2	(a)			(945,634	)
							(596	)			2	(c)
Total stockholders' equity			274				(2,041	)							(1,767	)
Total liabilities and stockholders’ equity		$	182,246			$	(9,734	)						$	172,512

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2026

(Amounts in thousands of U.S. dollars, except share and per share data)

		FiscalNote (Historical)				Dispositions Transaction Accounting Adjustments (Frontier Strategy Group, LLC)				Note				FiscalNote Pro Forma, As Adjusted
Revenues:
Subscription		$	37,853			$	(2,885	)			3	(a)		$	34,968
Non-subscription			1,753				(532	)			3	(a)			1,221
Total revenues			39,606				(3,417	)							36,189
Operating expenses:
Cost of revenues, including amortization			8,129				(616	)			3	(a)			7,513
Research and development			3,622				-								3,622
Sales and marketing			10,223				(1,163	)			3	(a)			9,060
Editorial			7,011				(1,597	)			3	(a)			5,414
General and administrative			18,735				(178	)			3	(a)			18,557
Amortization of intangible assets			3,782				(155	)			3	(a)			3,627
Impairment of goodwill			54,700				-								54,700
Total operating expenses			106,202				(3,709	)							102,493
Operating loss			(66,596	)			292								(66,304	)
Interest expense, net			7,260				(328	)			3	(b)			6,932
Change in fair value of financial instruments			(1,955	)			-								(1,955	)
Other expense (benefit), net			(165	)			12				3	(a)			(153	)
Net loss before income taxes			(71,736	)			608								(71,128	)
Provision for income taxes			(289	)			(33	)			3	(a)			(322	)
Net loss		$	(71,447	)		$	641							$	(70,806	)
Income per share attributable to common shareholders:
Basic & Diluted		$	(3.22	)										$	(3.19	)
Weighted average shares used in computing income per share attributable to common shareholders:
Basic & Diluted			22,217,096												22,217,096

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2025

(Amounts in thousands of U.S. dollars, except share and per share data)

		FiscalNote (Historical)				Previously Reported Dispositions Transaction Accounting Adjustments (Oxford Analytica and Dragonfly)				Note				Pro Forma, As Adjusted prior to disposition of Oxford Analytica and Dragonfly				Dispositions Transaction Accounting Adjustments (Frontier Strategy Group, LLC)				Note				FiscalNote Pro Forma, As Adjusted
Revenues:
Subscription		$	88,982			$	(3,451	)			3(a)			$	85,531			$	(6,124	)			3(a)			$	79,407
Non-subscription			6,425				(673	)			3(a)				5,752				(1,386	)			3(a)				4,366
Total revenues			95,407				(4,124	)							91,283				(7,510	)							83,773
Operating expenses:
Cost of revenues, including amortization			21,197				(506	)			3(a)				20,691				(1,297	)			3(a)(e)				19,394
Research and development			9,571				(89	)			3(a)				9,482				(147	)			3(a)				9,335
Sales and marketing			26,624				(785	)			3(a)				25,839				(2,360	)			3(a)				23,479
Editorial			14,932				(1,538	)			3(a)				13,394				(3,062	)			3(a)				10,332
General and administrative			52,137				(171	)			3(a)				51,966				(601	)			3(a)				51,961
																			596				3(d)
Amortization of intangible assets			8,072				(392	)			3(a)				7,680				(310	)			3(a)				7,370
Impairment of goodwill			12,378				-								12,378				-								12,378
Total operating expenses			144,911				(3,481	)							141,430				(7,181	)							134,249
Operating loss			(49,504	)			(643	)							(50,147	)			(329	)							(50,476	)
Gain (loss) on sale of businesses			(16,582	)			-								(16,582	)			1,445				3(c)				(15,137	)
Interest expense, net			16,488				-								16,488				(655	)			3(b)				15,833
Change in fair value of financial instruments			9,234				-								9,234				-								9,234
Loss on debt extinguishment, net			7,958				-								7,958				-								7,958
Other expense (benefit), net			(105	)			380				3(a)				275				(278	)			3(a)				(3	)
Net loss before income taxes			(66,497	)			(1,023	)							(67,520	)			(841	)							(68,361	)
Provision for income taxes			(1,250	)			1,284				3(a)				34				(444	)			3(a)				(410	)
Net loss		$	(65,247	)		$	(2,307	)						$	(67,554	)		$	(397	)						$	(67,951	)
Income per share attributable to common shareholders:
Basic & Diluted		$	(4.65	)																						$	(4.84)
Weighted average shares used in computing income per share attributable to common shareholders:
Basic & Diluted			14,025,448																								14,025,448

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma combined financial information was prepared by the Company in accordance with Rule 8-05 of Regulation S-X in connection with the Transactions.

The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. FiscalNote believes that its assumptions and methodologies provide are reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.

Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Combined Balance Sheet

The pro forma adjustments related to Transactions included in the unaudited pro forma combined balance sheet as of June 30, 2026 are as follows:

a) Reflects the net cash proceeds from the Dispositions, of which $1,055 was placed in an escrow account and for purposes of the unaudited pro forma combined balance sheet is presented as restricted cash. The sale resulted in a non-cash loss on disposal of $1,445. See “Sources and Uses of Funds” for cash sources and uses as a result of the Disposition.

b) Reflects the use of proceeds received from the sale of Frontier Strategy Group, LLC to prepay a portion of term loans outstanding under the Company’s Financing Agreement, dated August 5, 2025, with MGG Investment Group LP (the “2025 Senior Term Loan”), comprising of principal of $4,951 and accrued and unpaid interest totaling $49.

c) Reflects the payment of estimated advisory, accounting and legal expenses associated with the Dispositions totaling $596.

d) Reflects the adjustments to remove the historical results of Frontier Strategy Group, LLC assuming the disposal occurred on June 30, 2026.

Note 3. Unaudited Pro Forma Combined Statements of Operations

The pro forma adjustments related to the Transactions included in the unaudited pro forma combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026, are as follows:

a) Reflects the adjustments to remove the historical results of Oxford Analytica, Dragonfly, and Frontier Strategy Group, LLC for the year ended December 31, 2025 and the six months ended June 30, 2026.

b) Reflects the adjustment to reduce historical interest expense as if the $4,951 principal prepayment of the 2025 Senior Term Loan arising from the sale of Frontier Strategy Group, LLC was made as of January 1, 2025.

c) Reflects the non-cash loss on disposal of $1,445 from the sale of Frontier Strategy Group, LLC as if the Disposition occurred on January 1, 2025.

d) Reflects the estimated advisory, accounting and legal expenses associated with the Disposition totaling $596 as if the Disposition occurred on January 1, 2025.

e) Cost of revenues include amortization amounting to $96 for Dragonfly during the year ended December 31, 2025 and $453 and $155 for Frontier Strategy Group, LLC during the year ended December 31, 2025 and the six months ended June 30, 2026, respectively.

Note 4. Pro Forma Income Per Share

The unaudited combined pro forma income per share, basic and diluted, are computed by dividing the unaudited combined pro forma net income by the weighted-average number of shares of common stock outstanding during the period. The Transactions did not affect the Company’s basic and diluted weighted average shares outstanding or potentially dilutive securities for the year ended December 31, 2025 or the six months ended June 30, 2026.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 6.6 KB
• EX-99.2 EX-99.2 150.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 522.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.8 KB