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CUSIP No. 337655 104 |
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Schedule 13D |
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Page 3 of 5 Pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends the original statement on Schedule 13D (the
Original Statement) filed by Gerald Yao (the Reporting Person) 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). The Original Statement, as amended by this Amendment No. 1, is 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. Timothy Hwang, the Chairman and Chief Executive Officer of the Issuer held initial discussions with certain senior
management members and the Board of Directors (the Board) of the Issuer, including the Reporting Person, regarding Mr. Hwangs 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. Mr. Hwang has confirmed that he will condition any proposed go-private transaction on approval of the transaction by the special committee of directors established by the Board to evaluate 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, and approval of a majority of the unaffiliated stockholders of the Issuer. As a result of these discussions, the Reporting Person intends to continue discussions with
Mr. Hwang and may decide to join any proposal offered by Mr. Hwang. 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 Person 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 Person may engage in discussions with the Issuers senior management, the 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 Person 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.
Other than as described above, the Reporting Person does not currently have any plans or proposals of his own 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 take steps to change or influence the CEOs purpose or formulate different plans or proposals of his own 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 10, 2023, the Reporting Person entered into a transaction involving the withholding of 801
shares of the Issuers Class A Common Stock to satisfy the Reporting Persons tax obligation in connection with the vesting of 2,742 restricted stock units. On November 7, 2023, the Reporting Person entered into a transaction
involving the withholding of 801 shares of the Issuers Class A Common Stock to satisfy the Reporting Persons tax obligation in connection with the vesting of 2,742 restricted stock units. |
Except as set forth in this Schedule 13D, the Reporting Person has 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.