FiscalNote Holdings Inc-A 2026年季度报告

FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) 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 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 “emerginggrowth company” in Rule 12b-2 of the Exchange Act. 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 6, 2026, the registrant had 25,961,841 shares of Class A common stock, $0.0001 par value per share, outstanding, and 690,909 sharesof Class B common Stock, $0.0001 par value per share, outstanding. FISCALNOTE HOLDINGS, INC.FORM 10-Q TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements PART I. Financial Information (Unaudited, except as noted below):Item 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025(Audited)3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)4Condensed Consolidated Statements of Changes in Stockholders' Equity5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements7 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures About Market Risks35Item 4.Controls and Procedures35 Part II.OTHER INFORMATION36 Item 1.Legal Proceedings36Item 1A.Risk Factors36Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36Item 3.Defaults upon Senior Securities36Item 4.Mine Safety Disclosures36Item 5.Other Information36Item 6.Exhibits36 SIGNATURES38 Forward-Looking Statements This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans,objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed tobe, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-lookingterminology,including the terms“believes,”“estimates,”“anticipates,”“expects,”“seeks,”“projects,”“intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology.These forward-looking statements include all matters that are not historical facts. They may appear in a number ofplaces throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors,” and includestatements regarding our intentions, beliefs or current expectations concerning, among other things, our future results ofoperations, financial condition and liquidity, our prospects, growth, strategies and the markets in which FiscalNoteoperates.Such forward-looking statements are based on available current market material and management’sexpectations, beliefs and forecasts concerning future events impacting FiscalNote. Factors that may impact suchforward-looking statements include: •risk of our creditors enforcing their respective rights to call an event of default based on our Class A CommonStock no longer being listed on NYSE;•FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through afocus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate itsexisting platforms, products, and services, bring highly useful, reliable, secure and innovative products,product features and services to market, attract new customers, retain existing customers, expand its productsand service offerings with existing customers, expand into geograp