Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) is being filed to amend the statement on Schedule 13D filed by Timothy Hwang
and the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the Reporting Persons) on August 8, 2022 (the Original Statement), and relates to shares of the Class A Common Stock and
Class B Common Stock of FiscalNote Holdings, Inc., a Delaware Corporation (the Issuer).
The Original Statement is hereby amended and
supplemented as detailed below, and, except as amended and supplemented hereby, the Original Statement remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original
Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended and restated in its entirety to read as follows:
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) Receipt of Equity Awards Pursuant to Employment Contract. On October 5, 2022, Mr. Hwang received awards of 2,155,984 restricted stock
units, each representing a contingent right to receive one share of the Issuers Class A Common Stock (RSUs), and non-qualified stock options to purchase 1,437,323 shares of
Class A Common Stock of the Issuer pursuant to the terms of his employment agreement with the Issuer. Pursuant to the terms of Mr. Hwangs employment agreement, which specifies an April 1, 2022 vesting commencement date for these
awards, twenty-five percent (25%) of the RSUs were deemed vested as of the date of issuance. One twenty-fourth (1/24th) of the RSUs shall vest on the first day of each calendar month commencing November 1, 2022 and continuing through
April 1, 2024. The stock options vest in four equal annual installments commencing April 1, 2023.
(d) Except as described in Item 2, 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.