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| SEC File Number: |
| 001-39672 |
| CUSIP Number: |
| 337655302 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| (Check One): |
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-SAR
☐ Form N-CSR |
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For Period Ended: December 31, 2025 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
FiscalNote Holdings, Inc.
Full Name of Registrant
Former
Name if Applicable
1201 Pennsylvania Avenue NW, 6th Floor
Washington, D.C. 20004
City,
State and Zip Code
PART II – RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
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| ☒ |
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(a) |
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
FiscalNote Holdings, Inc. (the “Company”) is
filing this Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to postpone the filing of its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025 (the “Form 10-K”) beyond March 16, 2026, the prescribed due date for such filing. The Company requires additional time to complete its preparation and review
processes for the Form 10-K, including the Company’s annual financial statements for the fiscal year ended December 31, 2025. As a result, the Company cannot, without unreasonable effort or expense,
file its Form 10-K on or prior to the prescribed due date. The Company expects to file its Form 10-K on or before the fifteenth calendar day following the prescribed due
date.
PART IV – OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Paul Donnell |
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(202) |
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793-5300 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
FiscalNote Holdings, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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| Date: March 16, 2026 |
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By: |
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/s/ Jon Slabaugh |
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Jon Slabaugh |
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Chief Financial Officer |
