---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-292047"
form_type: "8-K"
ticker: "NOTE"
cik: "0001823466"
company_name: "FiscalNote Holdings, Inc."
filed_at: "2023-12-11T23:59:59+00:00"
generated_at: "2026-06-07T15:02:32.421320+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# FiscalNote secures up to $7.5M convertible note investment from Era; forms AI Co-pilot partnership

## Summary
- Era invests $5.5M initial subordinated convertible note due 2027, up to $2M additional at Era's option.
- Era to receive up to $3.75M in common stock as partnership shares for AI Co-pilot referral services.
- Funds to support AI Co-pilot R&D and general corporate purposes; Era acts as early channel partner.
- Notes convertible into common stock after 6 months at 30-day VWAP; issuance capped at 4.99% beneficial ownership.
- Additional shares may be issued if sale of partnership and conversion shares fails to generate 150% of principal within 12 months.

## SEC filing metadata
- accession: 0001193125-23-292047
- form_type: 8-K
- ticker: NOTE
- cik: 0001823466
- company_name: FiscalNote Holdings, Inc.
- filed_at: 2023-12-11T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823466/000119312523292047/0001193125-23-292047-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823466/000119312523292047/d888883d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-292047
- JSON: https://secwatch.observer/filing/0001193125-23-292047.json
- Plain text: https://secwatch.observer/filing/0001193125-23-292047.txt

## Key facts
- Debt Financings
  FiscalNote Holdings, Inc. incurred convertible notes of $5.5 million with EGT-East, LLC at equal to the applicable federal rate maturing December 8, 2027.
  - Instrument: convertible notes
  - Principal: $5.5 million
  - Counterparty: EGT-East, LLC
  - Rate: equal to the applicable federal rate
  - Maturity: December 8, 2027
  - Event: incurrence
  source text: the Company issued a Note in an aggregate principal amount of $5.5 million to Era.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312523292047/0001193125-23-292047-index.htm
- Material Agreements
  FiscalNote Holdings, Inc. entered into Subordinated Convertible Notes due 2027 with EGT-East, LLC and Era Global Technologies, LLC valued at up to $7.5 million in subordinated convertible notes; initial $5.5 million Note with up to $2.0 mill (effective 2023-12-08).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: EGT-East, LLC and Era Global Technologies, LLC
  - Value: up to $7.5 million in subordinated convertible notes; initial $5.5 million Note with up to $2.0 mill
  - Effective: 2023-12-08
  source text: Era has agreed to invest up to $7.5 million of new capital in the Company as part of the partnership in exchange for subordinated convertible notes due 2027 (collectively, the “ Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312523292047/0001193125-23-292047-index.htm
- Material Agreements
  FiscalNote Holdings, Inc. entered into Co-Pilot Agreement with EGT-East, LLC and Era Global Technologies, LLC valued at up to $3.75 million in class A common stock (effective 2023-12-08).
  - Action: entry
  - Agreement: collaboration
  - Counterparty: EGT-East, LLC and Era Global Technologies, LLC
  - Value: up to $3.75 million in class A common stock
  - Effective: 2023-12-08
  source text: Under a co-pilot partnership agreement (the “ Co-Pilot Agreement ”), Era’s dedicated value-creation platform, Era Catalyst, will act as a foundational early channel partner providing distribution support for the Company’s recently-announced artificial intelligence (AI) Co-pilot program and provide referral services into Era’s extensive network to accelerate sales and introduce the Company’s proprietary AI products in the legal and regulatory space, including to several of the world’s largest conglomerates.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312523292047/0001193125-23-292047-index.htm

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