Form SC 13D FiscalNote Holdings, Filed by: Hwang Tim

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

FiscalNote Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

337655 104

(CUSIP Number)

c/o FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor,

Washington, D.C. 20004

(202) 793-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 29, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) is filed with respect to the Class A Common Stock and Class B Common Stock of FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.), a Delaware corporation (the “Issuer”). The Issuer’s Class A Common Stock is listed on the New York Stock Market (“NYSE”) under the symbol “NOTE”. The address of the principal executive offices of the Issuer is 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background.

(a) This Statement is filed by Timothy Hwang and Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the “Reporting Person”).

(b) The Reporting Person is located at 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004.

(c) The Reporting Person is Chairman, Chief Executive Officer and Director of the Issuer.

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, Mr. Hwang has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Hwang is a citizen of the United States.

Item 3. Source or Amount of Funds or Other Consideration.

Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. Pursuant to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), shares of Class A common stock, par value 0.0001 per share, and Class B common stock, par value $0.0001 per share, of FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.), a Delaware corporation (“Legacy FiscalNote”), were converted into shares of Class A Common Stock and Class B Common Stock, respectively, of the Issuer.

Item 4. Purpose of Transaction.

Business Combination

On July 29, 2022 (the “Closing Date”), the previously announced business combination was consummated pursuant to that certain Agreement and Plan of Merger, dated as of November 7, 2021 (as amended on May 9, 2022, the “Business Combination Agreement”), by and among FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer prior to the consummation of the Business Combination (“Merger Sub”), and Legacy FiscalNote. On July 28, 2022, the Issuer effected a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), pursuant to which the Issuer’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware (the “Domestication”), and, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the DGCL, Merger Sub merged with and into Legacy FiscalNote, with Legacy FiscalNote surviving the merger as a wholly owned subsidiary of the Issuer (the ‘Business Combination”). In addition, in connection with the consummation of the Business Combination, the Issuer was renamed “FiscalNote Holdings, Inc.” or the “Issuer.”

Pursuant to the terms of the Business Combination Agreement, among other matters, (A) the Issuer acquired all of the outstanding shares of Class A common stock and Class B common stock of Legacy FiscalNote, other than dissenting shares, in exchange for shares of the Issuer’s Class A Common Stock and Class B Common Stock, respectively and (B) the outstanding equity awards of Legacy FiscalNote were assumed by the Issuer and converted into equity awards in respect of Class A Common Stock. As a result of the Business Combination, the Reporting Person came to beneficially own an aggregate of 9,226,527 shares of the Issuer’s Common Stock, consisting of options to purchase 2,117,904 shares of Class A Common Stock (as described below) and 7,108,623 shares of Class B Common Stock.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.

Issuance of Options

Mr. Hwang was granted 296,750 shares of nonstatutory stock options (“NSOs”). The NSOs vest over a four-year period as follows: (i) 10% of the underlying shares vest on the first anniversary of the vesting commencement date, (ii) 5% of the underlying shares vest on the corresponding day of each quarter during the second year and (iii) 8.75% of the underlying shares vest on the corresponding day of each quarter during the third and fourth years, subject to Mr. Hwang’s continuous employment through such date. If there is no corresponding day, the vesting will occur on the last day of such month. The vesting commencement date is January 1, 2020.

Mr. Hwang was also granted (i) 1,110,438 NSOs, which are fully vested as of the filing date hereof at an exercise price of $1.49 per share and (ii) 866,510 NSOs, which are fully vested as of the filing date hereof at an exercise price of $3.62 per share.

Mr. Hwang has transferred each of the foregoing option awards to the Hwang Trust.

Item 5. Interest in Securities of the Issuer.

Timothy Hwang

(a) See responses to Items 11 and 13 on the cover page.

(b) See responses to Items 7, 8, 9 and 10 on the cover page.

(c) 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.

(d) Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A Common Stock or the shares of the Class B Common Stock of the Issuer beneficially owned by the Reporting Persons as reported in this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Amended and Restated Registration Rights Agreement

On the Closing Date, in connection with the consummation of the Business Combination, the Issuer entered into that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with Duddell Street Holdings Limited (the “Sponsor”) and certain stockholders of the Issuer including the Reporting Person (the “RRA Holders”), pursuant to which, among other things, the RRA Holders are entitled to certain registration rights in respect of the registrable securities under the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.

Lock-Up

The Issuer’s Bylaws provide that, subject to the exceptions described therein, holders of Common Stock of the Issuer received by the stockholders of the Issuer after the date of the adoption of the Issuer’s Bylaws as consideration in the Business Combination (including, shares underlying any options, warrants, convertible securities or any other equity-linked instrument), and any transferee of any of the foregoing, will be unable to transfer their shares of Common Stock received as consideration in the Business Combination (including upon the settlement of any equity award of the Issuer into which any equity award of Legacy FiscalNote was converted in the Business Combination) for a period of six (6) months following the Closing Date of the Business Combination in accordance with the terms set forth therein.

In addition, the Reporting Person is a party to that certain Voting and Support Agreement, dated November 7, 2021 (the “Voting and Support Agreement”), pursuant to which the Reporting Person agreed to not transfer any equity interests in the Issuer (including Class A Common Stock or Class B Common Stock) for a period of twelve (12) months following the Closing Date in accordance with the terms set forth therein.

The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 8, 2022

JOINT FILING AGREEMENT

This Joint Filing Agreement is by and between Timothy Hwang and Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of Class A Common Stock, par value $0.0001 per share, and shares of Class B Common Stock, par value $0.0001 per share, of FiscalNote Holdings, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon seven days prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

Dated: August 8, 2022