SEC Form SC 13D/A filed by FiscalNote Holdings Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons.

  Duddell Street Holdings Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  606,250

  Shared Voting Power

  0

  Sole Dispositive Power

  606,250

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  606,250

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  0.5%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Percentage is calculated based on 122,893,564 shares of Common Stock (as defined below) deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022.

  Names of Reporting Persons.

  Maso Capital Partners Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Hong Kong

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  37,307,481⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  37,307,481⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  37,307,481⁽¹⁾⁽²⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  28.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Maso Capital Partners Limited (“MCPL”) is the investment manager for Maso Capital Investments Limited (“MCIL”), Blackwell Partners LLC – Series A (“BW”) and Star V Partners LLC (“SV”). Thus, MCPL is the beneficial owner of (i) 3,450,320 Class A ordinary shares, par value $0.0001 per share (the “Common Stock”) of FiscalNote Holdings, Inc. (the “Issuer”) and 1,656,700 warrants to purchase Common Stock (“Warrants”), in each case, held by MCIL; (ii) 17,854,774 Common Stock and 5,231,400 Warrants, in each case, held by BW; and (iii) 7,002,387 Common Stock and 2,111,900 Warrants, in each case, held by SV.

Percentage is calculated based on 131,893,564 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the 9,000,000 Warrants.

  Names of Reporting Persons.

  Maso Capital Investments Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  5,107,020⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  5,107,020⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  5,107,020⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  4.1%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 3,450,320 shares of Common Stock and 1,656,700 Warrants owned of record by MCIL.

Percentage is calculated based on 124,550,264 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the 1,656,700 Warrants, but shares of Common Stock underlying options, warrants and convertible securities held by other stock holders are excluded for purposes of this calculation.

  Names of Reporting Persons.

  Blackwell Partners LLC – Series A

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  23,086,174⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  23,086,174⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  23,086,174⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  18%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 17,854,774 shares of Common Stock owned of record by BW and 5,231,400 Warrants owned of record by BW.

Percentage is calculated based on 128,124,964 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the 5,231,400 Warrants, but shares of Common Stock underlying options, warrants and convertible securities held by other stock holders are excluded for purposes of this calculation.

  Names of Reporting Persons.

  Star V Partners LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Tennessee

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  9,114,287⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  9,114,287⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,114,287⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  7.3%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 7,002,387 shares of Common Stock and 2,111,900 Warrants owned of record by SV.

Percentage is calculated based on 125,005,464 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the 2,111,900 Warrants, but shares of Common Stock underlying options, warrants and convertible securities held by other stock holders are excluded for purposes of this calculation.

  Names of Reporting Persons.

  Manoj Jain

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  0

  Shared Voting Power

  37,913,731 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  37,913,731 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  37,913,731 ⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  28.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes (i) 3,450,320 shares of Common Stock, and 1,656,700 Warrants owned of record by MCIL; (ii) 17,854,774 shares of Common Stock, and 5,231,400 Warrants owned of record by BW; (iii) 7,002,387 shares of Common Stock, and 2,111,900 Warrants owned of record by SV; and (iv) 606,250 shares of Common Stock owned of record by Duddell Street Holdings Limited (“Duddell”), for which Manoj Jain may be deemed to have beneficial ownership.

Percentage is calculated based on 131,893,564 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the Warrants, but shares of Common Stock underlying options, warrants and convertible securities held by other stock holders are excluded for purposes of this calculation.

  Names of Reporting Persons.

  Sohit Khurana

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  Sole Voting Power

  0

  Shared Voting Power

  37,913,731 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  37,913,731 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  37,913⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  28.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes (i) 3,450,320 shares of Common Stock, and 1,656,700 Warrants owned of record by MCIL; (ii) 17,854,774 shares of Common Stock, and 5,231,400 Warrants owned of record by BW; (iii) 7,002,387 shares of Common Stock, and 2,111,900 Warrants owned of record by SV; and (iv) 606,250 shares of Common Stock owned of record by Duddell, for which Sohit Khurana may be deemed to have beneficial ownership.

Percentage is calculated based on 131,893,564 shares of Common Stock deemed issued and outstanding on October 31, 2022, as reported on the Issuer’s Current Report on Form 10-Q, filed on November 14, 2022 and assumes the exercise of the Warrants, but shares of Common Stock underlying options, warrants and convertible securities held by other stock holders are excluded for purposes of this calculation.

Transfer of Shares. On December 30, 2022, Duddell distributed a total of 3,718,750 shares of Common Stock, leaving their total shares of Common Stock at a total of 606,250. These shares were transferred to the following recipients without any consideration: i) 673,466 shares to MCIL, ii) 2,198,525 shares to BW, and iii) 846,759 shares to SVPL.

Transfer of Warrants. On January 17, 2023, Duddell transferred their aggregate holdings of 7,000,000 Warrants as follows: 1,267,700 Warrants to MCIL, 4,138,400 Warrants to BW and 1,593,900 Warrants to SVPL.

Name

Present Principal Occupation or Employment

Citizenship

Includes (i) 3,450,320 shares of Common Stock, and 1,656,700 Warrants owned of record by MCIL, (ii) 17,854,774 shares of Common Stock, and 5,231,400 Warrants owned of record by BW, (iii) 7,002,387 shares of Common Stock, and 2,111,900 Warrants owned of record by SVPL, and (iv) 606,250 shares of Common Stock owned of record by Duddell, for which Manoj Jain and Sohit Khurana may be deemed to have beneficial ownership. MCPL is the investment manager of MCIL, BW and SV. MCPL is beneficially owned and controlled by Mr. Jain and Mr. Khurana, each of whom disclaims beneficial ownership of these Common Stocks.