DC false 0001823466 0001823466 2026-03-15 2026-03-15 0001823466 us-gaap:CommonStockMember 2026-03-15 2026-03-15 0001823466 us-gaap:WarrantMember 2026-03-15 2026-03-15
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): March 15, 2026
FISCALNOTE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39672 |
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88-3772307 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share |
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NOTE |
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NYSE |
| Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrant |
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NOTE.WS |
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NYSE |
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 15, 2026, Anna Sedgley, a member of the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”), notified the Company of her decision to resign as a director effective on March 19, 2026. She has decided to resign in order to focus on other professional commitments, and not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Ms. Sedgley joined the Board in February 2021 and currently serves as Chair of the Audit Committee. The Company is grateful to Ms. Sedgley for the critical guidance she has provided throughout her service as a director.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number |
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Description |
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| 104 |
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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.
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| FISCALNOTE HOLDINGS, INC. |
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| By: |
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/s/ Todd Aman |
| Name: |
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Todd Aman |
| Title: |
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Chief Legal & Administrative Officer |
Date: March 19, 2026
