Securities Registration (section 12(b)) (8-a12b)
29 Juillet 2022 - 8:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FiscalNote Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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N/A |
(State of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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1201 Pennsylvania Avenue NW, 6th Floor
Washington, D.C. |
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20004 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be Registered |
Class A common stock, par value $0.0001 per share |
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New York Stock Exchange |
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Warrants to purchase one
share of Class A common stock, each at an exercise price of $11.50 per share |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-261483 |
Securities to be registered pursuant to Section 12(g) of the Act: N/A
Explanatory Note
This Registration Statement on Form 8-A is being
filed by FiscalNote Holdings, Inc. (the “Company”), formerly known as Duddell Street Acquisition Corp., with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with the transfer of the listing of the Company’s
Class A common stock, par value $0.0001 per share (the “Company Common Stock”), and its warrants to purchase shares
of Company Common Stock (the “Company Warrants”) from The Nasdaq Capital Market to the New York Stock Exchange.
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the
Company Common Stock and Company Warrants.
The description of the Company Common Stock and
Company Warrants registered hereunder is set forth under the heading “Description of New FiscalNote Securities” in the proxy
statement/prospectus included in the Company’s registration statement on Form S-4 (File No. 333-261483), initially filed with the
SEC on December 3, 2021, as subsequently amended, and is incorporated herein by reference.
Item 2. Exhibits.
In accordance with the “Instructions as
to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other
securities of the registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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Very truly yours, |
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FiscalNote Holdings, Inc. |
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By: |
/s/ Tim Hwang |
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Name: |
Tim Hwang |
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Title: |
Chief Executive Officer |
Dated: July 29, 2022
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