M&A - FiscalNote Holdings, Inc.

Form Type: NT 10-K

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525054842

Filing Summary: FiscalNote Holdings, Inc. is filing this Form NT 10-K to notify the SEC of a delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The due date for this filing is extended beyond March 17, 2025, due to the company engaging in significant transactions, specifically an Equity Purchase Agreement to sell the equity of its subsidiaries managing Oxford Analytica and Dragonfly Intelligence. These transactions are anticipated to conclude by the end of March 2025, pending regulatory approvals from Austrian competition authorities. The need for additional time arises as FiscalNote requires to fully incorporate the detailed pro forma financial information from these transactions in their 10-K, which cannot be processed until the transactions are finalized. The company expects to file the 10-K within fifteen calendar days following the prescribed due date.

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Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525032683

Filing Summary: On February 21, 2025, FiscalNote Holdings, Inc. announced the execution of an Equity Purchase Agreement with Factiva Ltd. for the sale of all outstanding equity interests in Dragonfly Eye Limited and The Oxford Analytica International Group, LLC, collectively referred to as the Sold Businesses, for an aggregate purchase price of $40 million in cash, subject to certain adjustments. The transaction is expected to be completed by the end of the first quarter of 2025, pending regulatory approval from Austrian competition authorities. Additionally, a Credit Agreement Amendment was executed allowing for changes to liquidity covenants and the release of guarantees related to the Sold Businesses. The purchase price is subject to modifications based on the Sold Businesses' working capital and other expenses at the closing date.

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