As filed with the Securities and Exchange Commission on March 29, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FISCALNOTE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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88-3772307 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, D.C. 20004
(Address of principal executive offices, including zip code)
FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan
FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan
(Full titles of the plans)
Timothy Hwang
1201
Pennsylvania Avenue, N.W.
6th Floor
Washington, D.C. 20004
(Name and address of agent for service)
(202) 793-5300
(Telephone number, including area code, of agent for service)
Copy to:
Kevin
L. Vold
Polsinelli PC
1401 Eye Street, NW, Suite 800
Washington, DC 20005
Telephone: (202) 783-3300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a 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-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐