Offerings - Offering: 1 |
Aug. 20, 2025
USD ($)
shares
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|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(a) | true |
| Security Type | Equity |
| Security Class Title | Class A Common Stock, par value $0.0001 |
| Amount Registered | shares | 85,000,000 |
| Proposed Maximum Offering Price per Unit | 0.52 |
| Maximum Aggregate Offering Price | $ 44,200,000.00 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 6,767.02 |
| Offering Note | (1) This Registration Statement on Form S-3 (this "Registration Statement") covers (i) shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of FiscalNote Holdings, Inc. (the "Company" or "Registrant") issuable upon conversion of, and interest accrued under, the Company's Convertible Debentures (as defined in this Registration Statement) in an aggregate principal amount of $33.3 million issued or to be issued to the selling stockholder named in this Registration Statement and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), any additional shares of Class A Common Stock that may become issuable by reason of any stock dividend, stock split or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price per Unit and the Maximum Aggregate Offering Price are based on the average of the high ($0.54) and low ($0.497) prices of the Registrant's Class A Common Stock as reported on the New York Stock Exchange on August 19, 2025. |