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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FiscaNote Holdings Inc | NYSE:NOTE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 1.09% | 1.86 | 1.91 | 1.785 | 1.91 | 282,526 | 21:03:33 |
As filed with the Securities and Exchange Commission on March 29, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FISCALNOTE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 88-3772307 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, D.C. 20004
(Address of principal executive offices, including zip code)
FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan
FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan
(Full titles of the plans)
Timothy Hwang
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, D.C. 20004
(Name and address of agent for service)
(202) 793-5300
(Telephone number, including area code, of agent for service)
Copy to:
Kevin L. Vold
Polsinelli PC
1401 Eye Street, NW, Suite 800
Washington, DC 20005
Telephone: (202) 783-3300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, FiscalNote Holdings, Inc. (the Registrant) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the Commission) to register (i) 3,693,767 additional shares of its Class A common stock, par value $0.0001 per share (Class A Common Stock), under the Registrants 2022 Long-Term Incentive Plan (the 2022 Plan), pursuant to the provisions of the 2022 Plan providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2022 Plan on January 1, 2023, and (ii) 1,231,255 additional shares of Class A Common Stock under the Registrants 2022 Employee Stock Purchase Plan (the 2022 ESPP), pursuant to the provisions of the 2022 ESPP providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2022 ESPP on January 1, 2023.
In accordance with General Instruction E to Form S-8, except for Item 8 Exhibits, this Registration Statement incorporates by reference the contents of the Registrants previous Registration Statement on Form S-8 (File No. 333-267753), filed with the Commission on October 5, 2022 (the Prior Registration Statement). The securities registered by this Registration Statement are of the same class as the other securities for which the Prior Registration Statement was filed.
PART II
ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrants Annual Report on Form 10-K (File No 001-39672) for the fiscal year ended December 31, 2022, filed with the Commission on March 28, 2023.
(b) The Registrants Current Reports on Form 8-K (File No 001-39672) filed with the SEC on each of January 5, 2023, January 27, 2023 (related to Items 1.01, 2.03, 3.02 and 8.01 ), and March 20, 2023.
(c) The description of the Registrants Common Stock which is contained in a registration statement on Form 8-A filed on July 29, 2022 (File No. 001-39672) under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. | EXHIBITS |
Exhibit |
Description |
Form | File Number | Exhibit or Annex |
Filing Date | |||||||||||||
4.1 | Certificate of Incorporation of FiscalNote Holdings, Inc. | 8-K | 001-39672 | 3.1 | 2-Aug-22 | |||||||||||||
4.2 | Bylaws of Incorporation of FiscalNote Holdings, Inc. | 8-K | 001-39672 | 3.2 | 2-Aug-22 | |||||||||||||
4.3 | Amended and Restated Registration Rights Agreement, dated as of July 29, 2022 | 8-K | 001-39672 | 10.5 | 2-Aug-22 | |||||||||||||
5.1* | Opinion of Polsinelli PC | |||||||||||||||||
23.1* | Consent of Polsinelli PC (included in Exhibit 5.1) | |||||||||||||||||
23.2* | Consent of RSM US LLP | |||||||||||||||||
24.1* | Power of Attorney (included on the signature page of this Form S-8) | |||||||||||||||||
99.1 | FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | 8-K | 001-39672 | 10.9 | 2-Aug-22 | |||||||||||||
99.2 | FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan | 8-K | 001-39672 | 10.10 | 2-Aug-22 | |||||||||||||
107* | Fee Table |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia, on this 29th day of March, 2023.
FISCALNOTE HOLDINGS, INC. | ||
By: | /s/ Timothy Hwang | |
Timothy Hwang Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Hwang and Jon Slabaugh, and each or either of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Timothy Hwang |
Chief Executive Officer and Chairman | March 29, 2023 | ||
Timothy Hwang | (Principal Executive Officer) | |||
/s/ Jon Slabaugh |
Chief Financial Officer and Senior | March 29, 2023 | ||
Jon Slabaugh | Vice President of Corporate Development |
|||
(Principal Financial and Accounting Officer) |
||||
/s/ Gerald Yao |
Chief Strategy Officer, Global Head of | March 29, 2023 | ||
Gerald Yao | ESG and Director | |||
/s/ Michael J. Callahan |
Director | March 29, 2023 | ||
Michael J. Callahan | ||||
/s/ Key Compton |
Director | March 29, 2023 | ||
Key Compton | ||||
/s/ Manoj Jain |
Director | March 29, 2023 | ||
Manoj Jain | ||||
/s/ Stanley McChrystal |
Director | March 29, 2023 | ||
Stanley McChrystal | ||||
/s/ Keith Nilsson |
Director | March 29, 2023 | ||
Keith Nilsson | ||||
/s/ Anna Sedgley |
Director | March 29, 2023 | ||
Anna Sedgley | ||||
/s/ Brandon Sweeney |
Director | March 29, 2023 | ||
Brandon Sweeney | ||||
/s/ Conrad Yiu |
Director | March 29, 2023 | ||
Conrad Yiu |
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