FiscalNote Holdings Inc-A 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTOCommission File Number 001-396972 FISCALNOTE HOLDINGS, INC. Delaware88-3772307(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification 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:(202) 793-5300 Securities registered pursuant to Section 12(b) of the Act: Title of each classClass A common stock, par value $0.0001 per shareWarrants to purchase 0.131 shares of Class Acommon stock, each at an exercise price of$11.50 per warrant Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ Accelerated filer☒ Smaller reporting 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of Class Acommon stock on The New York Stock Exchange on June 30, 2025 was $61,350,537.As of March 9, 2026, the registrant had 18,681,540 shares of Class A common stock, $0.0001 par value per share, outstanding, and 690,909 shares of Class Bcommon Stock, $0.0001 par value per share, outstanding. Portions of the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders (the“Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not laterthan 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this AnnualReport on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Reporton Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. INTRODUCTORY NOTE On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by theAgreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “MergerAgreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell StreetAcquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a DelawareCorporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSACParties”). Pursuant to these transactions, M