Amended Form 4: Compton Key Reports 690,636 NOTE Shares After Business Combination

Rhea-AI Filing Summary

On 07/29/2022 shares of FiscalNote Holdings, Inc. (NOTE) were issued on the closing of a business combination that exchanged Legacy FiscalNote securities for Class A common stock. The filing reports an amendment correcting the number of shares acquired: the correct amount is 690,636 shares, reflecting an adjustment and rounding for a 1-for-12 reverse stock split effected by the issuer on August 29, 2025. The shares were received in the business combination in exchange for 607,841 Legacy FiscalNote Class A shares and are beneficially owned by Global Public Offering Master Fund, L.P. The reporting person, Compton Key, is identified as a director and is a managing director of Urgent International Inc., the owner/operator and investment advisor to the GPO Master Fund, and thus may be deemed to have voting and dispositive power over the shares.

Positive

• Corrected disclosure clarifies the accurate number of shares (690,636), improving transparency
• Identifies indirect ownership through Global Public Offering Master Fund, L.P., and the reporting relationship, which aids governance transparency
• Amendment states method of issuance (business combination) so investors can trace origin of shares

Negative

• Initial filing contained an erroneous figure, requiring an amendment
• Reverse split adjustment occurred in 2025, which may complicate historical share comparability for analysts

Insights

Securities Analyst

TL;DR: Amendment corrects insider holding figure to 690,636 shares after a reverse split; disclosure is clerical and not materially market-moving.

The amendment rectifies an earlier numerical error in a Form 4 filing and restates the correct post-transaction ownership total as 690,636 shares, noting the adjustment for a 1-for-12 reverse split. The transaction stems from the closing of the business combination that converted Legacy FiscalNote shares into FiscalNote Holdings Class A stock. Ownership is indirect through GPO Master Fund, indicating control via an investment advisor relationship. From a market perspective, this appears to be a corrective disclosure rather than a new economic event; it clarifies beneficial ownership but does not disclose new purchases or dispositions beyond the merger consideration.

Corporate Governance Expert

TL;DR: Form 4/A provides corrected ownership math and clarifies beneficial ownership through an investment vehicle; governance disclosure standards met.

The amendment explains the source of the shares (business combination) and corrects the amount originally reported. It identifies the reporting persons relationship to the beneficial owner and cites the reporting chain through Urgent International Inc. and GPO Master Fund, which is appropriate for transparency under Section 16 rules. The filing includes a signed attorney-in-fact signature and a remark describing the correction and the reverse split adjustment, meeting common compliance expectations for timely and accurate insider reporting.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Compton Key

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/02/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/29/2022		A(1)		57,553	A	(2)	57,553	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities were issued on the closing date of the merger (the "Business Combination") contemplated by the Agreement and Plan or Merger, dated as of November 7, 2021, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.) ("DSAC"), Grassroots Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of DSAC, and FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.), a Delaware corporation ("Legacy FiscalNote"), in exchange for Legacy FiscalNote securities.

2. Received in the Business Combination in exchange for 607,841 shares of Class A common stock of Legacy FiscalNote.

3. The shares are beneficially owned by Global Public Offering Master Fund, L.P. ("GPO Master Fund"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund.

Remarks:

On August 2, 2022, the Reporting Person filed a Form 4 which inadvertently contained an erroneous figure in the "Amount" sub-column of Column 4, entitled "Securities Acquired (A) or Disposed Of (D)" in the first transaction disclosed in Table I. The correct amount of shares acquired is 690,636 shares and, therefore, the correct figure in the "Amount" sub-column of Column 4, entitled "Securities Acquired (A) or Disposed Of (D)" and Column 5, entitled "Amount of Securities Beneficially Owned Following the Reported Transaction(s)," is 690,636 shares. The figure in the "Amount" sub-column of Column 4 and Column 5 of this amendment has been updated to correct this error and has been adjusted and rounded to reflect the 1-for-12 reverse stock split effected by the Issuer on August 29, 2025.

	/s/ Todd Aman, Attorney-in-Fact	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

What transaction does the Form 4/A for FiscalNote Holdings (NOTE) describe?

The filing reports shares issued on the closing of a business combination where Legacy FiscalNote securities were exchanged for FiscalNote Holdings Class A common stock.

How many FiscalNote shares does the amended Form 4 report were acquired?

The amendment corrects the amount to 690,636 shares acquired.

Why was the Form 4 amended?

The Form 4 filed on August 2, 2022 contained an erroneous figure in the amount sub-column; this amendment corrects that error and adjusts for a 1-for-12 reverse stock split.

Who beneficially owns the shares reported in this Form 4/A?

The shares are beneficially owned by Global Public Offering Master Fund, L.P., with Compton Key identified as having potential voting and dispositive power via Urgent International Inc.

What dates are relevant in the filing?

Transaction date: 07/29/2022; original filing date amended: 08/02/2022; signature on this amendment: 09/26/2025.