FiscalNote Holdings Inc-A美股招股说明书(2025-12-12版)

Up to 2,349,395 Shares of ClassA Common Stock This prospectus relates to the resale or other disposition from time to time of up to an aggregate of 2,349,395 shares of our ClassA Common Stock, parvalue $0.0001 per share (the “ClassA Common Stock”), that are issuable pursuant to the terms of the convertible note (the “Convertible Note”)previously issued to the selling stockholder named in this prospectus on August12, 2025 which has a current aggregate principal amount outstanding ofapproximately $20.4million. We are registering the securities for resale pursuant to the redemption and exchange agreement, dated August5, 2025, between us and the sellingstockholder (the “Redemption and Exchange Agreement”). Our registration of the securities covered by this prospectus does not mean that the sellingstockholder will offer or sell any of the shares of ClassA Common Stock registered hereby. The selling stockholder may offer, sell or distribute all or aportion of the shares of ClassA Common Stock registered hereby publicly or through private transactions at prevailing market prices or at negotiatedprices. We provide more information about how the selling stockholder may sell the shares of ClassA Common Stock in the section entitled “Plan ofDistribution.” We will not receive any of the proceeds from any sale of our ClassA Common Stock by the selling stockholder. The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate asof the date of the document from which the information is incorporated. You should not assume that information contained in or incorporated byreference into this prospectus is accurate as of any other date. Our ClassA Common Stock is currently listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “NOTE.” On December11,2025, the closing price of our ClassA Common Stock was $1.85 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced publiccompany reporting requirements. INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS”SECTION BEGINNING ON PAGE6 OF THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT, ANDIN ANY OTHER DOCUMENT INCORPORATED BY REFERENCE HEREIN OR THEREIN You should rely only on the information contained in or incorporated by reference into this prospectus. Noone has been authorized to provideyou with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issuedunder this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARY OF THE PROSPECTUSRISK FACTORSUSE OF PROCEEDSDETERMINATION OF OFFERING PRICESELLING STOCKHOLDERPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIESLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf”registration process. Under this shelf registration process, the selling stockholder may, from time to time, sell the securities offered by it described in thisprospectus. We will not receive any proceeds from the sale of the securities offered by the selling stockholder described in this prospectus. Neither we nor the selling stockholder have authorized anyone to provide you with any information or to make any representations other than thosecontained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which wehave referred you. Neither we nor the selling stockholder take responsibility for, and can provide noassurance as to the reliability of, any otherinformation that others may give you. Neither we nor the selling stockholder will make an offer to sell these securities in any jurisdiction where the offeror sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or changeinformation contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendmentto the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You CanFind More Information” and“Incorporation of Certain Information by Reference.”You should assume that the information appearing in this prospectusand any prospectus supplement is accurate as of the date on the respective covers of such documents, and that any information in