Sec Form 4 Filing - Jain Manoj @ FiscalNote Holdings, Inc. - 2023-01-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Jain Manoj 2. Issuer Name and Ticker or Trading Symbol FiscalNote Holdings, Inc. [ NOTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FISCALNOTE HOLDINGS, INC., 1201 PENNSYLVANIA AVE NW, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2023 (Street) WASHINGTON, DC20004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (Right to Buy) $ 7.32 ( 1 ) ( 1 ) Class A Common Stock 389,000 389,000 I By Maso Capital Investments Limited( 2 )( 3 ) Warrants (Right to Buy) $ 7.32 ( 1 ) ( 1 ) Class A Common Stock 1,093,000 1,093,000 I By Blackwell Partners LLC - Series A( 3 )( 4 ) Warrants (Right to Buy) $ 7.32 ( 1 ) ( 1 ) Class A Common Stock 518,000 518,000 I By Star V Partners LLC( 3 )( 5 ) Warrants (Right to Buy) $ 7.32 01/17/2023 J 7,000,000 ( 6 ) ( 6 ) Class A Common Stock 7,000,000 $ 0 0 I By Duddell Street Holdings Ltd( 7 ) Warrants (Right to Buy) $ 7.32 01/17/2023 J 1,267,700 ( 6 ) ( 6 ) Class A Common Stock 1,267,700 $ 0( 8 ) 1,267,700 I By Maso Capital Investments Limited( 2 )( 3 ) Warrants (Right to Buy) $ 7.32 01/17/2023 J 4,138,400 ( 6 ) ( 6 ) Class A Common Stock 4,138,400 $ 0( 9 ) 4,138,400 I By Blackwell Partners LLC - Series A( 3 )( 4 ) Warrants (Right to Buy) $ 7.32 01/17/2023 J 1,593,900 ( 6 ) ( 6 ) Class A Common Stock 1,593,900 $ 0( 10 ) 1,593,900 I By Star V Partners LLC( 3 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jain Manoj C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVE NW, 6TH FLOOR WASHINGTON, DC20004 X X Duddell Street Holdings Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K300000 X Maso Capital Partners Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K300000 X Maso Capital Investments Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K300000 X BLACKWELL PARTNERS LLC - SERIES A C/O BLACKWELL PARTNERS LLC - SERIES A 280 SOUTH MANGUM STREET, SUITE 210 DURHAM, NC27701 X Star V Partners LLC C/O STAR V PARTNERS LLC 2100 WEST END AVE, SUITE 1000 NASHVILLE, TN37203 X Khurana Sohit C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVE NW, 6TH FLOOR WASHINGTON, DC20004 X Signatures /s/ Manoj Jain 01/19/2023 Signature of Reporting Person Date Duddell Street Holdings Limited, By: /s/ Manoj Jain, Director 01/19/2023 Signature of Reporting Person Date Maso Capital Partners Limited, By: /s/ Manoj Jain, Director 01/19/2023 Signature of Reporting Person Date Maso Capital Investments Limited, By: /s/ Manoj Jain, Director 01/19/2023 Signature of Reporting Person Date Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director 01/19/2023 Signature of Reporting Person Date Star V Partners LLC, By: /s/ Manoj Jain, Director 01/19/2023 Signature of Reporting Person Date /s/ Sohit Khurana 01/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Agreement and Plan of Merger dated November 7, 2021, by and among Duddell Street Acquisition Corp., Grassroots Merger Sub, Inc., and FiscalNote Holdings, Inc. (the "Business Combination Agreement")). ( 2 )These Warrants are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL. ( 3 )MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 4 )These Warrants are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL. ( 5 )These Warrants are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL. ( 6 )Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Business Combination Agreement). ( 7 )These Warrants are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Alan Finnerty. ( 8 )These Warrants were transferred to MCIL by the previous holder of record, Duddell, without any consideration. ( 9 )These shares were transferred to BPL by the previous holder of record, Duddell, without any consideration. ( 10 )These Warrants were transferred to SVPL by the previous holder of record, Duddell, without any consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.