---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-001285"
form_type: "8-K"
ticker: "NOTE"
cik: "0001823466"
company_name: "FiscalNote Holdings, Inc."
filed_at: "2023-01-27T23:59:59+00:00"
generated_at: "2026-06-20T07:20:39.078208+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# FiscalNote acquires Dragonfly Eye for up to £26.5M in cash, stock, and convertible notes

## Summary
- Purchase price: £4.5M cash, £9.5M in Class A common stock, and £9.0M in convertible notes.
- Additional earnout of up to £3.5M based on Dragonfly's 2023 revenue targets.
- Convertible notes bear 8% interest (paid in kind), convertible at $10/share after 18 months, maturing in 5 years.
- Notes subordinated to existing Senior Loans with Runway Growth Finance Corp.; conversion of full principal would issue ~900k shares.
- Transaction closed on January 27, 2023; shares and notes issued in exempt private placement.

## SEC filing metadata
- accession: 0000950170-23-001285
- form_type: 8-K
- ticker: NOTE
- cik: 0001823466
- company_name: FiscalNote Holdings, Inc.
- filed_at: 2023-01-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823466/000095017023001285/0000950170-23-001285-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823466/000095017023001285/note-20230127.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-001285
- JSON: https://secwatch.observer/filing/0000950170-23-001285.json
- Plain text: https://secwatch.observer/filing/0000950170-23-001285.txt

## Key facts
- Debt Financings
  FiscalNote Holdings, Inc. incurred convertible notes with Runway Growth Finance Corp..
  - Instrument: convertible notes
  - Counterparty: Runway Growth Finance Corp.
  - Event: incurrence
  source text: the Convertible Notes will be subordinated to the Company’s and the Borrowers’ respective obligations under that certain Second Amended and Restated Credit and Guaranty Agreement dated as of July 29, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000095017023001285/0000950170-23-001285-index.htm
- Debt Financings
  FiscalNote Holdings, Inc. incurred convertible notes of £9.0 million pounds at 8.0% per annum.
  - Instrument: convertible notes
  - Principal: £9.0 million pounds
  - Rate: 8.0% per annum
  - Event: incurrence
  source text: the Company issued approximately £9.0 million pounds in aggregate principal amount of Convertible Notes to Eligible Sellers in the Transaction
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000095017023001285/0000950170-23-001285-index.htm
- Material Agreements
  FiscalNote Holdings, Inc. entered into Sale and Purchase Agreement with the persons and entities listed on Schedule 1 to the Purchase Agreement (the "Sellers") valued at up to £26.5 million pounds sterling (effective 2023-01-27).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: the persons and entities listed on Schedule 1 to the Purchase Agreement (the "Sellers")
  - Value: up to £26.5 million pounds sterling
  - Effective: 2023-01-27
  source text: On January 27, 2023, FiscalNote Holdings, Inc., a Delaware corporation (the " Company "), entered into a Sale and Purchase Agreement (the " Purchase Agreement ") with the persons and entities listed on Schedule 1 to the Purchase Agreement (the " Sellers ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000095017023001285/0000950170-23-001285-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.