FiscalNote Holdings, Inc. (NOTE): debt financing — FiscalNote amends convertible notes, extends maturity to Aug 15, adds $93k principal

FiscalNote Holdings, Inc.

Extended maturity of subordinated convertible notes to August 15, 2025; principal increased by $27,272 (Nautilus I), $54,665 (Nautilus II), $11,474 (Wealth Plus).
Company's right to issue Additional Shares eliminated; must pay cash if conversion share sales fall short of Amended Repayment Amount (principal + PIK interest + fees).
If not repaid by Aug 15, maturity extends to April 15, 2026, with 200% penalty on shortfall; change-of-control protection period may extend to 30 months.
Company is negotiating a refinancing transaction to repay the notes; investor legal expense reimbursement capped at $85,000 total.
Amendments exempt from registration under Section 3(a)(9) of Securities Act; no additional Conversion Shares until Form 8-K filed.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FiscalNote Holdings, Inc. amended convertible notes of $27,272, $54,665 and $11,474 with Nautilus Venture Partners Fund I, L.P., Nautilus Venture Partners Fund II, L.P., Wealth Plus Investments Ltd. maturing August 15, 2025.

Instrument: convertible notes
Principal: $27,272, $54,665 and $11,474
Counterparty: Nautilus Venture Partners Fund I, L.P., Nautilus Venture Partners Fund II, L.P., Wealth Plus Investments Ltd.
Maturity: August 15, 2025
Event: amendment

Exact text from the filing

for entering into the Amendments, as of the Amendment Date, the Company increased the principal amount of the Amended Notes held by Nautilus I, Nautilus II and Wealth Plus by $27,272, $54,665 and $11,474, respectively (the “ Extension Payments ”). The Amendments eliminated the Company’s right to issue Additional Shares (as defined in the Letter Agreements) and

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FiscalNote Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-173568

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