[8-K] FiscalNote Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reported that on August 5, 2025 it entered into a securities purchase agreement with YA II PN, Ltd. to issue convertible debentures in two tranches totaling approximately $33 million. The filing references a prior report filed with the SEC on August 6, 2025. The second tranche, a debenture of $12.3 million, was issued on September 11, 2025. The document is signed by Todd Aman, Chief Legal & Administrative Officer, dated September 11, 2025. The disclosure identifies the counterparty, the aggregate principal amount of the financing, and the date of the second tranche issuance.

Positive

• Provides incremental liquidity through a convertible debenture financing totaling approximately $33 million
• Second tranche of $12.3 million was completed and dated September 11, 2025, showing follow-through on the financing plan

Negative

• Key economic terms are not disclosed in the provided excerpt (conversion price, interest rate, maturity), limiting assessment of dilution and cost
• Use of proceeds is not specified, so investors cannot determine how the funds will be deployed

Insights

Financial Analyst

TL;DR Company completed a two-tranche convertible debenture financing totaling about $33M, with a $12.3M second tranche issued on Sept 11, 2025.

The transaction provides FiscalNote with incremental liquidity via convertible debt from YA II PN, Ltd. The filing confirms timing and amounts but does not disclose conversion terms, interest rate, maturity, or use of proceeds, which are material for assessing dilution and cash cost. Investors should note the explicit amounts and dates disclosed; further detail will be required to evaluate valuation and capital structure impact.

Corporate Governance Expert

TL;DR The company disclosed a material securities purchase agreement and issuance of a second debenture tranche; key contract terms are not included in this excerpt.

The 8-K confirms the counterparty and tranche sizes but omits governance-related details such as board approvals, related-party considerations, or covenants. From a governance perspective, the filing meets a basic disclosure requirement by reporting the event and signatory; however, the absence of underlying contractual terms limits evaluation of potential shareholder dilution and corporate control implications.

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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): September 11, 2025

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
Class A common stock, par value $0.0001 per share		NOTE		NYSE
Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrant		NOTE.WS		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 1.01. Entry into a Material Definitive Agreement.

As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025 (the “Prior Report”), on August 5, 2025, FiscalNote Holdings, Inc. (the “Company”) entered into a securities purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue the Investor, in two tranches, convertible debentures in an aggregate principal amount of approximately $33 million (collectively, the “Debentures”). The second tranche of the Debentures was issued, in the amount of $12.3 million (the “Second Debenture”), on September 11, 2025.

The terms of the Second Debenture are substantially identical to those disclosed in the Prior Report, except the issuance date for the Second Debenture is September 11, 2025 and the Maturity Date (as defined in the Debentures) is March 11, 2027. In addition, the Floor Price (as defined in the Debentures) of the Debentures has been adjusted to $0.8884 pursuant to the terms thereof.

The foregoing description of the Second Debenture does not purport to be complete and is qualified in its entirety by reference to the form of Debenture, a copy of which is filed as Exhibit 10.2 to the Prior Report and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Debentures were, and the Debenture Conversion Shares, if any, will be, issued in reliance on an exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder.

Item 8.01 Other Events.

On September 11, 2025, the proceeds from the Second Debenture were used, in part, to retire the Company’s obligations under its existing subordinated convertible notes, dated as of March 17, 2025 and March 20, 2025, by and between EGT 11, LLC and the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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/ Todd Aman
Name:		Todd Aman
Title:		Chief Legal & Administrative Officer
Date: September 11, 2025

FAQ

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

The company disclosed it entered a securities purchase agreement with YA II PN, Ltd. to issue convertible debentures totaling about $33 million, and issued a $12.3 million second tranche on September 11, 2025.

When was the second tranche of the debentures issued?

The second tranche debenture in the amount of $12.3 million was issued on September 11, 2025.

Who is the counterparty to the securities purchase agreement?

The investor/counterparty named in the filing is YA II PN, Ltd.

Does the filing include conversion or interest terms for the debentures?

No. The excerpt provided does not disclose conversion price, interest rate, maturity, or similar economic terms.

Who signed the 8-K on behalf of FiscalNote?

The filing is signed by Todd Aman, Chief Legal & Administrative Officer, dated September 11, 2025.