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CUSIP No. 337655 104 |
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Schedule 13D |
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Page
4
of 6 Pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends the original statement on Schedule 13D (the
Original Statement) filed by Timothy Hwang and the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the Reporting Persons) with the Securities and Exchange Commission (the
SEC) on August 8, 2022 with respect to shares of the Class A Common Stock and Class B Common Stock of FiscalNote Holdings, Inc., a Delaware Corporation (the Issuer), which was subsequently amended
by Amendment No. 1 to Schedule 13D (Amendment No. 1) filed with the SEC on October 24, 2022. The Original Statement, as amended by Amendment No. 1 and this Amendment No. 2 are collectively
referred to herein as the Schedule 13D.
The Schedule 13D is hereby amended and supplemented as detailed below, and, except as amended
and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On November 9, 2023, Mr. Hwang held initial discussions with certain senior management members and the Board of Directors (the
Board) of the Issuer regarding his interest in putting together a consortium to explore a potential go-private transaction. Mr. Hwang has not yet provided any specific proposal, and
there can be no assurance that one will be made. As a result, the Board established a special committee of the Board (the Special Committee) to evaluate, together with its advisors, any proposal it receives from Mr. Hwang
regarding such a transaction, as well as any other transaction proposals that may be submitted to the Issuer. Mr. Hwang has confirmed that he will condition any proposed go-private transaction on approval
of the transaction by the Special Committee and a majority of the unaffiliated stockholders of the Issuer. There can be no assurance that the foregoing will result in any transaction or any other strategic change or outcome, or as to the timing of
any of the foregoing.
The Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or
a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may engage in discussions with the Issuers senior management, Board, stockholders and other relevant parties or encourage,
cause or seek to cause the Issuer or such persons to consider or explore material changes to the business plan or capitalization of the Issuer. Any actions the Reporting Persons might undertake may be made at any time and from time to time without
prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the
Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The disclosures in this paragraph are not intended to and do
not alter the conditions described in the immediately preceding paragraph above.
Other than as described above, the Reporting Persons do not currently
have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different
plans or proposals with respect thereto at any time.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) |
See responses to Items 11 and 13 on each cover page. |
(b) |
See responses to Items 7, 8, 9 and 10 on each cover page. |
(c) |
On October 2, 2023, Mr. Hwang entered into a transaction involving the withholding of 43,389 shares
of the Issuers Class A Common Stock to satisfy Mr. Hwangs tax obligation in connection with the vesting of 89,832 restricted stock units. On November 1, 2023, Mr. Hwang entered into a transaction involving the
withholding of 43,389 shares of the Issuers Class A Common Stock to satisfy Mr. Hwangs tax obligation in connection with the vesting of 89,832 restricted stock units. |
Except as set forth in this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with
respect to the Class A Common Stock or Class B Common Stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.