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  4. [D] FiscalNote Holdings, Inc. SEC Filing

FiscalNote Files Form D: $11.07M Remaining in $29.97M Raise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. filed a Form D notifying a Regulation D private offering under Rule 506(b). The offering size is $29,970,000, of which $18,900,000 has been sold and $11,070,000 remains available. The company was formed in Delaware (2020) and lists its principal place of business in Washington, D.C. The filing reports sales commissions of $1,498,500 (5% of gross proceeds), a minimum outside investment of $0, one investor to date, and a first sale date of 2025-08-05. The offering is not tied to a business combination and the Form D was signed by Todd Aman on 2025-08-18.

Positive

  • $18.9M already raised toward a $29.97M offering, demonstrating investor interest
  • Offering uses Rule 506(b), which generally permits accredited investor placements with common exemptions
  • $0 of the offering proceeds are allocated to payments to named officers or directors per the filing

Negative

  • Only one investor reported so far, indicating concentration risk until more subscriptions close
  • Sales commissions of $1,498,500 (5%) materially reduce net proceeds available for company use
  • Approximately $11.07M remains unsold, meaning the issuer has not completed the raise

Insights

TL;DR: The company has already sold a majority of a nearly $30M Reg D raise; remaining commitment and investor concentration are the main considerations.

The filing shows a Rule 506(b) private placement with $18.9M sold of a $29.97M target, leaving $11.07M available. Sales commissions equal 5% of gross proceeds, which is material to net proceeds. Only one investor is reported so far, indicating concentration risk until additional subscriptions are received. The offering is not related to any business combination, and no proceeds are designated for directors or officers per the filing.

TL;DR: Form D compliance appears routine: Reg D exemption claimed, state notice filed, and signature attests to required certifications.

The issuer claims the 506(b) exemption and indicates state solicitation (including New Jersey). The filing certifies nonpayment to named executives and confirms undertaking consistent with Form D requirements. The document identifies broker-dealer involvement (Northland Securities) and discloses the commission structure. No red flags in the filing itself, but material legal considerations remain around investor accreditation verification and state notice compliance.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001823466
Duddell Street Acquisition Corp.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
FiscalNote Holdings, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2020
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
FiscalNote Holdings, Inc.
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Washington DISTRICT OF COLUMBIA 20004 202-793-5300

3. Related Persons

Last Name First Name Middle Name
Resnik Josh
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and President
Last Name First Name Middle Name
Callahan Michael
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Jain Manoj
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Yao Gerald
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hwang Timothy
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Sweeney Brandon
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Sedgley Anna
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Nilsson Keith
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Aman Todd
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Legal and Administrative Officer
Last Name First Name Middle Name
Slabaugh Jon
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW 6th Floor
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Compton Key
Street Address 1 Street Address 2
1201 Pennsylvania Ave. NW
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20004
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
X Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2025-08-05 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Northland Securities, Inc. 40258
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
150 South Fifth Street Suite 3300
City State/Province/Country ZIP/Postal Code
Minneapolis MINNESOTA 55402
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount $29,970,000 USD
or Indefinite
Total Amount Sold $18,900,000 USD
Total Remaining to be Sold $11,070,000 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $1,498,500 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

The sales commission is 5% of the gross proceeds received by the Company.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
FiscalNote Holdings, Inc. /s/ Todd Aman Todd Aman Senior VP, General Counsel and Secretary 2025-08-18

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR

FAQ

What is the total size of the FiscalNote (NOTE) offering disclosed in the Form D?

The Form D lists a total offering amount of $29,970,000.

How much has FiscalNote (NOTE) sold and how much remains available?

FiscalNote has sold $18,900,000 and has $11,070,000 remaining to be sold.

Which exemption from registration is FiscalNote relying on for this offering?

The issuer is relying on Rule 506(b) of Regulation D.

Are any payments to executives or directors disclosed in the use of proceeds?

The filing states $0 of the gross proceeds will be used to pay any named executive officers, directors, or promoters.

What sales compensation or broker-dealer is involved in the offering?

The filing discloses sales commissions of $1,498,500 (estimated, 5% of gross proceeds) and lists Northland Securities, Inc. as the broker-dealer.

When did the first sale occur and who signed the Form D?

The first sale date is listed as 2025-08-05 and the Form D is signed by Todd Aman on 2025-08-18.