Form 8-K - Current report

DC false 0001823466 0001823466 2024-10-30 2024-10-30 0001823466 note:Class160ACommonStockParValue0.0001PerShareMember 2024-10-30 2024-10-30 0001823466 us-gaap:WarrantMember 2024-10-30 2024-10-30

 

 

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): October 30, 2024

 

 

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: [phone]

(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
Class A common Stock, par value $0.0001 per share		NOTE		NYSE
Warrants to purchase one share of Class A common Stock		NOTE.WS		NYSE

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 7.01.

Regulation FD Disclosure.

On October 31, 2024, FiscalNote Holdings, Inc. (the “Company”) issued a press release announcing the sale of Aicel Technologies, Inc. (“Aicel”) described below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished on this report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01

Other Events.

On October 30, 2024 (the “Closing Date”), the Company closed the sale of its subsidiary, Aicel, to Vaon Technology Co., Ltd. for $8.5 million in cash consideration (the “Cash Consideration”) and the assumption of Aicel’s convertible bond with approximately $1.2 million in principal amount outstanding. The Company used $5.3 of the Cash Consideration to retire $5.0 million in principal and accrued interest under the Company’s Senior Term Loan and pay prepayment and exit fees associated with the retired amount. The remainder of the Cash Consideration was allocated to a management incentive program for key Aicel members and pay taxes, fees and expenses incurred by the Company in connection with the transaction.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated October 31, 2024
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/ Jon Slabaugh
Name:		Jon Slabaugh
Title:		Chief Financial Officer
Date:		October 31, 2024

Exhibit 99.1

FiscalNote Announces Sale Of Aicel Technologies, Inc. For $9.65 Million

In Total Consideration

Divestiture of Non-Core Asset Further Deleverages Balance Sheet with Gross Cash Consideration

Simplification Facilitates Further Operating Efficiencies and Overall Profitability by Focusing and

Driving Annual Recurring Revenue Through Core Business

Board of Directors Continues to Review All Strategic Options Available to the Company to Maximize Shareholder Value

WASHINGTON, D. C. – Thursday, October 31, 2024 – FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, today announced the divestiture of its South Korean subsidiary, Aicel Technologies, Inc. (“Aicel”), to a South Korea based-group consisting of Aicel’s current Chief Executive Officer and lead executive as well as a third-party institutional equity investor.

Total consideration for the transaction is $9.65 million, consisting of $8.5 million in cash and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1.15 million.

FiscalNote acquired Aicel in July 2022 using approximately 800,000 shares of its common stock in an all stock transaction. Aicel represents approximately $2.0 million, or 1.6%, of FiscalNote’s GAAP revenue over the previous 12-month period through June 30, 2024. Management will provide further details regarding the financial impact of this divestiture on its third quarter earnings call, scheduled for November 12, 2024.

FiscalNote further deleverages its balance sheet through the prepayment of senior debt using the net cash proceeds from the divestiture of Aicel. The transaction also continues the Company’s strategy of divesting non-core assets to unlock underlying value, reduce business complexity, and drive improved enterprise operating efficiency.

Aicel is an alternative data company based in Seoul, South Korea that provides proprietary alpha-capturing datasets and extracts unique value and actionable insights to drive critical and timely business solutions for global financial markets. The company’s key customers included Korean entities and operated primarily with a focus on the Korean market. Because of the distinct nature of Aicel’s offerings, its operations have been separate from other FiscalNote teams, and its products have not been bundled with other FiscalNote offerings. FiscalNote will continue to serve customers in the Korea market through its separate portfolio of policy, global intelligence, and advisory offerings.

“This transaction continues what we started with the Board.org divestiture earlier this year. Today’s action enhances our financial flexibility through further deleveraging of our balance sheet and allows us to focus our resources on our core markets and on offerings where we see the greatest potential for long-term annual recurring revenue growth and shareholder value creation,” said Tim Hwang, Chairman, CEO and Co-Founder of FiscalNote.

---

“As part of our long-term strategy, we will continue to assess additional divestiture opportunities that unlock and realize value for shareholders, result in further improvements to our capital structure, enable us to focus on our core business and drive further operating efficiencies,” Hwang said.

About FiscalNote

FiscalNote (NYSE: NOTE) is a leader in policy and global intelligence. By uniquely combining data, technology, and insights, FiscalNote empowers customers to manage political and business risk. Since 2013, FiscalNote has pioneered technology that delivers critical insights and the tools to turn them into action. Home to CQ, Dragonfly, Oxford Analytica, VoterVoice, and many other industry-leading brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, Asia, and Australia. To learn more about FiscalNote and its family of brands, visit FiscalNote.com and follow @FiscalNote.

Contacts:

Media

Nicholas Graham

FiscalNote

[e-mail]

Investor Relations

Bob Burrows

FiscalNote

[e-mail]

Source: FiscalNote

Document and Entity Information	Oct. 30, 2024
Document And Entity Information [Line Items]
Entity Address, State or Province	DC
Amendment Flag	false
Entity Central Index Key	0001823466
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	FISCALNOTE HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39672
Entity Tax Identification Number	88-3772307
Entity Address, Address Line One	1201 Pennsylvania Avenue NW
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	Washington
Entity Address, Postal Zip Code	20004
City Area Code	(202)
Local Phone Number	793-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class 160 A Common Stock Par Value 0.0001 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common Stock, par value $0.0001 per share
Trading Symbol	NOTE
Security Exchange Name	NYSE
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase one share of Class A common Stock
Trading Symbol	NOTE.WS
Security Exchange Name	NYSE

---