WASHINGTON, Nov. 8, 2021 /PRNewswire/ -- FiscalNote
Holdings, Inc., a leading AI-driven enterprise SaaS company that
delivers legal and regulatory data and insights, and Duddell Street
Acquisition Corp. (Nasdaq: DSAC), a publicly traded special purpose
acquisition company, announced today that they have entered into a
definitive business combination agreement that will result in
FiscalNote becoming a publicly listed company with a pro forma
market capitalization of approximately $1.3
billion. Upon closing, the combined company will operate
under the FiscalNote name and trade on the Nasdaq under the ticker
symbol "NOTE".
With global CEOs and organizations facing increasing regulatory
pressure, FiscalNote provides key insights and data on government
activity and impact by leveraging proprietary artificial
intelligence, machine learning, and other advanced technologies
embedded in its workflow software to collect and analyze global
legislative, regulatory, and geopolitical data for clients around
the world. Today's information-overloaded world makes it
challenging for teams to quickly identify, track, and report
relevant policy and regulatory updates efficiently as critical
risks and opportunities develop.
"When we founded FiscalNote in 2013, we set out to build a
category creating technology company that would change the way
organizations understand and act on the legal, policy, and
regulatory issues that mattered most to them," said FiscalNote
Co-founder and CEO, Tim Hwang.
"Legal and geopolitical issues have become even more
inextricably linked to markets, and it is crucial that
organizations have access to key information about the actions of
regulators and policymakers to proactively navigate and manage the
volume and velocity of regulatory change that will impact them. We
look forward to this transaction accelerating our efforts in both
U.S. and global markets to build additional data feeds and software
to provide further transparency to the regulated sectors of the
future, especially as wide-ranging and complex regulatory issues
emerge in areas such as cryptocurrencies, the gig economy,
cannabis, autonomous and electric vehicles, online sports betting,
ESG, and other sectors that are changing the landscape for how
companies around the world operate."
FiscalNote has more than 3,000 subscription customers across a
diverse range of blue-chip global enterprises, small and
medium-sized businesses (SMBs), non-profits, and the public sector,
including 3M, AstraZeneca,
Blackstone, FedEx, Lyft,
Microsoft, National Association of Realtors, Nestlé, Netflix,
Northrop Grumman, Peloton, Tesla, Uber, Zillow, the White
House, the United States Congress, the United States Supreme Court,
and major US federal agencies such as the Department of Defense,
CDC, NIH, and the Federal Reserve.
FiscalNote's user-friendly cloud based software and information
feeds—which leverage patented artificial intelligence capabilities
to collect and analyze vast amounts of legislative and regulatory
data from international, federal, state, and municipal
governments—power a clear value proposition for government agencies
seeking information to help with initiatives such as securing
budgets and supporting diplomacy, enterprises seeking to navigate
increasingly complex regulatory issues such as ESG and data
privacy, and non-profits and K Street seeking to advocate on behalf
of their interests to elected officials. FiscalNote's automated
technology enables its data and information to be sold on a
subscription basis to multiple customers, supporting high profit
margins over time.
The total addressable market of legal and regulatory information
solutions globally was approximately $37
billion in 2020, according to Outsell, a leading research
and advisory firm. The market is driven by strong structural
tailwinds, including the proliferation of regulatory complexity,
demand for workflow efficiency and automation, need for aggregation
and standardization, and the democratization of analytical
capabilities in law.
"FiscalNote is a category creator led by a visionary and
experienced leadership team poised to scale with multiple organic
and inorganic growth vectors. Access to public markets will lower
the company's cost of capital and accelerate its ability to drive
innovation, as well as execute strategically attractive and value
accretive M&A." said Manoj Jain,
CEO of Duddell Street Acquisition Corp., and Co-Chief Investment
Officer of Maso Capital. "We believe this merger is highly
compelling and asymmetric, driven by a clear path to profitability
with an anticipated 15-20% organic revenue growth rate, 80% gross
margins, and 90% recurring revenue model. With a strong track
record of value creation through acquisitions and M&A
integration, we are confident FiscalNote will be further positioned
to disrupt, consolidate, and provide transformative technology
applications to the LegalTech sector. In today's digitized world,
insights drawn from data collection, aggregation, and analysis are
significant and strategically valuable."
FiscalNote is one of the largest technology companies
headquartered in Washington, D.C.
with operations in eight countries and approximately 650 employees
globally.
Transaction Overview
The transaction implies a pro forma market capitalization of
approximately $1.3 billion for the
combined company, representing a multiple of approximately 6.9x
enterprise value to 2022E pro forma revenue. Current
FiscalNote equity holders will roll 100% of their equity interests
into the combined company and will retain approximately 76%
ownership.
Existing FiscalNote equity holders will be under a lock-up of at
least six months from the closing of the transaction and have the
potential to receive an earnout of additional shares of common
stock of the combined company if certain stock price targets are
met as set forth in the definitive business combination
agreement.
Concurrently with the consummation of the proposed business
combination, investors, anchored by Maso Capital, have committed to
purchase $100 million of common stock
of the combined company in a fully committed private placement at
$10.00 per share. Upon closing, the
transaction will provide approximately $275
million of gross proceeds to the combined company, comprised
of approximately $175 million of cash
held in the trust account of Duddell Street, with redemptions of
the trust account backstopped by Maso Capital, and $100 million in the fully committed PIPE, with
participation from leading global institutional investors. Gross
proceeds are expected to far exceed the minimum cash condition of
$190 million as set forth in the
definitive business combination agreement.
The proceeds from the transaction will further strengthen
FiscalNote's ability to execute on significant near-term organic
and inorganic growth opportunities globally as it continues to
develop and deliver products to serve the regulated industries of
the future.
The Boards of Directors of both FiscalNote and Duddell Street
have each unanimously approved the proposed business combination,
which is expected to be completed in the first quarter of 2022,
subject to, among other things, the approval of the business
combination by Duddell Street's and FiscalNote's shareholders, the
concurrent PIPE transaction, satisfaction of the conditions stated
in the definitive business combination agreement and other
customary closing conditions, including that the U.S. Securities
and Exchange Commission (the "SEC") completes its review of the
registration statement on Form S-4 and the proxy
statement/prospectus that Duddell Street will file with the SEC,
the receipt of certain regulatory approvals, and approval by The
Nasdaq Stock Market to list the securities of the combined
company.
Advisors
J.P. Morgan acted as financial advisor to FiscalNote. Citi and
BTIG, LLC acted as capital markets advisors to Duddell Street. Citi
and J.P. Morgan served as joint placement agents for the PIPE
financing. Davis Polk & Wardwell
LLP is serving as legal advisor to Duddell Street while Paul
Hastings LLP is serving as legal advisor to FiscalNote. Shearman
& Sterling LLP is serving as legal advisor to Citi and J.P.
Morgan.
Investor Presentation
FiscalNote and Duddell Street have posted an investor
presentation that can be accessed here.
A copy of the investor presentation as narrated by management
can be found here:
http://www.netroadshow.com/nrs/home/#!/?show=cbb84d80.
Duddell Street will file a Current Report on Form 8-K, which
includes a copy of the business combination agreement and the
investor presentation, with the Securities and Exchange Commission
and is available at www.sec.gov.
About FiscalNote
FiscalNote is a leading global technology provider of legal
and policy data and insights. By combining AI capabilities, expert
analysis, and legislative, regulatory, and geopolitical data,
FiscalNote is reinventing the way that organizations minimize risk
and capitalize on opportunity.
Home to CQ, Roll Call, Oxford Analytica, and VoterVoice,
FiscalNote empowers clients worldwide to monitor, manage, and act
on the issues that matter most to them. To learn more about
FiscalNote and its family of brands, visit FiscalNote.com and
follow @FiscalNote.
About Duddell Street Acquisition Corp.
Duddell Street Acquisition Corp. was formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Duddell Street is sponsored by Hong Kong-based hedge fund Maso Capital. Since
inception, Maso Capital has invested in more than one thousand
companies and situations across multiple sectors and geographies.
Leveraging its stature and reputation in Hong Kong and its experienced investment team,
Maso Capital has had investments in a number of TMT, healthcare,
fintech and consumer companies in the region. For more information,
please visit DSAC.co.
Additional Information and Where to Find It
For additional information on the proposed business combination,
see Duddell Street 's Current Report on Form 8-K, which will
be filed concurrently with this press release. In connection with
the proposed business combination, Duddell Street intends to file
relevant materials with the Securities and Exchange Commission
("SEC"), including a registration statement on Form S-4, which
will include a proxy statement/prospectus of Duddell Street, and
will file other documents regarding the proposed business
combination with the SEC. Duddell Street's shareholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement and documents incorporated by
reference therein filed in connection with the proposed business
combination, as these materials will contain important information
about FiscalNote, Duddell Street and the proposed business
combination. Promptly after the Form S-4 is declared effective
by the SEC, Duddell Street will mail the definitive proxy
statement/prospectus and a proxy card to each shareholder entitled
to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment
decision, investors and shareholders of Duddell Street are urged to
carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed business combination. The documents
filed by Duddell Street with the SEC may be obtained free of charge
at the SEC's website at www.sec.gov.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
Duddell Street and its directors and executive officers may be
deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Duddell Street will be included
in the proxy statement/prospectus for the proposed business
combination when available at www.sec.gov. Information about
Duddell Street's directors and executive officers and their
ownership of Duddell Street shares is set forth in Duddell Street's
prospectus, dated prospectus is October 28,
2020. Other information regarding the interests of the
participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
FiscalNote and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Duddell Street in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement/prospectus for the proposed business
combination.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, plans, objectives,
expectations and intentions with respect to future operations,
products and services; and other statements identified by words
such as "will," "are expected to," "is anticipated," "estimated,"
"believe," "intend," "plan," "projection," "pro forma," "outlook"
or words of similar meaning. These forward-looking statements
include, but are not limited to, statements regarding FiscalNote's
industry and market sizes, future opportunities for FiscalNote and
Duddell Street, FiscalNote's estimated future results and the
proposed business combination between Duddell Street and
FiscalNote, including pro forma market capitalization, pro forma
revenue, the expected transaction and ownership structure and the
likelihood, timing and ability of the parties to successfully
consummate the proposed transaction. Such forward-looking
statements are based upon the current beliefs and expectations of
Duddell Street's and FiscalNote's management and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to
predict and generally beyond Duddell Street's or FiscalNote's
control. Actual results and the timing of events may differ
materially from the results anticipated in these forward-looking
statements. Except as required by law, Duddell Street and
FiscalNote do not undertake any obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
Contacts:
Media
FiscalNote
Mike Stubbs
press@fiscalnote.com
Investors
ICR, Inc. for FiscalNote
Sean Hannan
IR@fiscalnote.com
Duddell Street Acquisition Corp.
Sam Joshi
IR@masocapital.com
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