NOTE delays Q2 2025 10-Q after debt refinancing closed Aug 12, 2025

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was due on August 11, 2025. The company states it entered into definitive agreements on August 5, 2025 to refinance certain outstanding indebtedness and those transactions were completed on August 12, 2025, after the filing deadline. Because the refinancing affects the disclosures required in the 10-Q, FiscalNote says it cannot file the report without unreasonable effort or expense and expects to file the 10-Q on or before the fifth calendar day following the prescribed due date. The filing notes all other periodic reports for the prior 12 months have been filed and the company does not anticipate a significant change in results of operations. The notice is signed by CFO Jon Slabaugh on August 12, 2025.

Positive

• Refinancing transactions completed (entered into Aug 5, 2025; completed Aug 12, 2025) as disclosed in the filing.
• Company expects to file the delayed 10-Q on or before the fifth calendar day following the prescribed due date.
• All other periodic reports required during the prior 12 months have been filed, per the notification.
• Company does not anticipate a significant change in results of operations for the period, per the filing.

Negative

• Form 10-Q filing is delayed beyond the prescribed due date of August 11, 2025.
• Delay caused by refinancing transactions that closed after the filing deadline, requiring updated disclosures.
• Notification lacks refinancing terms, so investors do not have details on amounts, rates, maturities, or covenant changes in this notice.

Insights

Financial Analyst

TL;DR: Procedural delay driven by debt refinancing that closed after the filing deadline; the company plans a short filing extension and reports no anticipated earnings change.

The Form 12b-25 is a notification that FiscalNote cannot meet the August 11, 2025 deadline for its 10-Q because definitive refinancing agreements entered on August 5 closed on August 12, 2025. The company explicitly states the transactions will affect disclosures in the 10-Q and that it expects to file within the five-calendar-day extension. The filing also confirms that other periodic reports are up to date and the company does not anticipate a significant change in operating results. Absent the 10-Q, investors lack the updated financial statements and debt disclosures until the filing is submitted.

Corporate Finance Specialist

TL;DR: Debt refinancing completed post-deadline necessitates revised debt-related disclosures; material impact cannot be assessed from this notice alone.

The notification identifies a refinancing of certain outstanding indebtedness as the reason for the delay, with agreements entered August 5, 2025 and transactions completed August 12, 2025. Such transactions typically affect notes to the financial statements, debt maturities, covenant disclosures and liquidity discussion, which explains the need for additional time to finalize the 10-Q. The filing provides no terms of the refinancing, so the scale and financial impact remain undisclosed in this notice. The company’s plan to file within the five-calendar-day extension suggests a limited procedural delay rather than an indefinite postponement.

SEC File Number: 001-39672

CUSIP Number:  337655104

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-SAR  ☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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, 6^th 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.)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		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
		(c)		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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”) beyond August 11, 2025, the prescribed due date for such filing. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC, on August 5, 2025, the Company entered into a series of definitive agreements providing for refinancing of certain of the Company’s outstanding indebtedness. The transactions contemplated by the foregoing were completed on August 12, 2025, after the deadline for filing the Form 10-Q.

In light of the foregoing transactions, the Company requires additional time to finalize the Form 10-Q as the transactions will impact the disclosures in the Form 10-Q. As a result, the Company cannot, without unreasonable effort or expense, file its Form 10-Q on or prior to the prescribed due date. The Company expects to file its Form 10-Q on or before the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Paul Donnell

(202)

793-5300

(Name)

(Area Code)

(Telephone Number)

(2)

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

(3)

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

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.

Date: August 12, 2025				B:		/s/ Jon Slabaugh
						Jon Slabaugh
						Chief Financial Officer

FAQ

Why did FiscalNote Holdings (NOTE) file Form 12b-25?

Because it could not file its Form 10-Q for the quarter ended June 30, 2025 by the August 11, 2025 due date due to definitive refinancing agreements entered August 5, 2025 and transactions completed August 12, 2025.

When does FiscalNote expect to file the delayed 10-Q?

On or before the fifth calendar day following the prescribed due date (the 10-Q was due August 11, 2025; the company expects to use the five-calendar-day extension).

What refinancing activity did FiscalNote disclose in the notification?

The company entered into definitive agreements to refinance certain outstanding indebtedness on August 5, 2025, and the transactions were completed on August 12, 2025.

Have all other required periodic reports been filed?

Yes. The filing states that all other periodic reports required under Section 13 or 15(d) during the preceding 12 months have been filed.

Will the delayed filing reflect a significant change in results of operations?

No. The company answered that it does not anticipate a significant change in results of operations to be reflected in the subject report.