FiscalNote (NOTEW) delisted from NYSE, secures short-term debt forbearance

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reports that its Class A common stock and warrants were delisted from the New York Stock Exchange after a Form 25 filed by NYSE on April 3, 2026 became effective on April 13, 2026. The securities now trade on the OTCID Basic Market under the symbols “NOTE” and “NOTEW”.

The delisting triggered defaults under subordinated convertible debt held by GPO FN Noteholder, LLC and YA II PN, Ltd. On April 21, 2026, FiscalNote entered into forbearance agreements under which these creditors waived delisting-related defaults and agreed to forbear from exercising related rights until May 21, 2026. The company states it intends to pursue opportunities to relist on other tiers or exchanges.

Positive

None.

Negative

NYSE delisting and debt defaults: The NYSE delisting of FiscalNote’s common stock and warrants triggered defaults under subordinated convertible debt, with creditor forbearance only lasting until May 21, 2026, signaling elevated financing and liquidity risk.

Insights

Delisting triggered debt defaults, temporarily contained by short forbearance.

FiscalNote’s NYSE delisting became effective on April 13, 2026, after a Form 25 filing, and the stock and warrants moved to the OTCID Basic Market. Delisting often reduces liquidity and institutional access, which can complicate financing and valuation.

The delisting caused defaults under subordinated convertible debt held by GPO FN Noteholder, LLC and YA II PN, Ltd. Forbearance agreements signed on April 21, 2026 waive these delisting-related defaults and restrict creditor remedies only until May 21, 2026, indicating a limited-time window for the company to stabilize its position.

The company mentions an intention to seek listing on other tiers or exchanges, but specific venues, conditions, or timelines are not detailed in this excerpt. How effectively it manages refinancing discussions with subordinated creditors around May 21, 2026 will be an important indicator of near-term balance-sheet risk.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Form 25 filing date: April 3, 2026 Delisting effective date: April 13, 2026 Forbearance period end: May 21, 2026 +2 more

5 metrics

Form 25 filing date April 3, 2026 NYSE filed Form 25 to delist FiscalNote securities

Delisting effective date April 13, 2026 Common stock and warrants removed from NYSE listing

Forbearance period end May 21, 2026 End date of creditors’ waiver and forbearance on defaults

Warrant exercise price $11.50 per share Exercise price for each share of common stock under warrants

Warrant share ratio 0.131 shares per warrant Each warrant entitles holder to 0.131 shares of common stock

Key Terms

Form 25, Event of Default, subordinated convertible debt instruments, forbearance agreements, +1 more

5 terms

Form 25 regulatory

"the staff of the New York Stock Exchange (the “NYSE”) filed a Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Event of Default financial

"Event of Default – Subordinated Debt On April 3, 2026"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

subordinated convertible debt instruments financial

"defaults under the terms of subordinated convertible debt instruments issued"

forbearance agreements financial

"the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC"

A forbearance agreement is a temporary deal between a borrower and a lender in which the lender agrees not to pursue default remedies or to relax payment terms for a set period. It matters to investors because it can preserve short-term cash flow and avoid an immediate default, but it can also signal financial stress and delay recognition of credit losses, so it affects risk assessment and valuation.

OTCID Basic Market market

"The Common Stock and the Warrants now trade on the OTCID Basic Market"

Understanding 8-K Material Events →

04/21/2026 - 04:30 PM

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): April 21, 2026

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
N/A	N/A	N/A

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

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 8.01.

Other Events.

Event of Default – Subordinated Debt

On April 3, 2026, the staff of the New York Stock Exchange (the “NYSE”) filed a Form 25 (the “Form 25”) with Securities and Exchange Commission to delist the shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of FiscalNote Holdings, Inc., a Delaware corporation (the “Company”) and the Company’s warrants to purchase 0.131 shares of Common Stock, with an exercise price of $11.50 per share of Common Stock (the “Warrants”). The Form 25 became effective and the Common Stock and Warrants were delisted on April 13, 2026 (the “Delisting”). The Common Stock and the Warrants now trade on the OTCID Basic Market under the symbols “NOTE” and “NOTEW”, respectively. The Company intends to pursue available opportunities to list its Common Stock on other tiers or exchanges that offer further improvements to investor access and liquidity as it executes on its strategic plans.

On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the Delisting, and to forbear from exercising any rights relating to such defaults, until May 21, 2026.

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: April 21, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What happened to FiscalNote Holdings, Inc. (NOTEW) on the NYSE?

FiscalNote’s Class A common stock and warrants were delisted from the New York Stock Exchange after a Form 25 filing became effective on April 13, 2026. The securities now trade on the OTCID Basic Market under the symbols “NOTE” and “NOTEW,” which may affect liquidity.

Why did FiscalNote’s delisting create an event of default on its debt?

The delisting triggered defaults under subordinated convertible debt instruments held by GPO FN Noteholder, LLC and YA II PN, Ltd. These instruments contained provisions linking a delisting to default, so when NYSE delisted the securities, those default conditions were met under the debt agreements.

What are the key terms of FiscalNote’s forbearance agreements with subordinated creditors?

On April 21, 2026, FiscalNote entered forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd. The creditors agreed to waive delisting-related defaults and to forbear from exercising related rights until May 21, 2026, providing a short-term reprieve from enforcement actions.

Where do FiscalNote’s common stock and warrants trade after the NYSE delisting?

Following the effective Form 25 and NYSE delisting on April 13, 2026, FiscalNote’s Class A common stock and warrants now trade on the OTCID Basic Market. The symbols are “NOTE” for the common stock and “NOTEW” for the warrants, reflecting their over-the-counter status.

What are the basic terms of FiscalNote’s warrants mentioned in this filing?

The company’s warrants are described as exercisable for 0.131 shares of Class A common stock at an exercise price of $11.50 per share of common stock. These warrants were also delisted from the NYSE and now trade on the OTCID Basic Market under the symbol “NOTEW.”

How long does FiscalNote’s current debt forbearance period last?

The forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd run until May 21, 2026. During this period, the creditors have agreed to waive delisting-related defaults and to refrain from exercising rights arising from those specific defaults under the subordinated convertible debt.

Filing Exhibits & Attachments

3 documents