Sec Form 4 Filing - Jain Manoj @ FiscalNote Holdings, Inc. - 2023-05-31

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

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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) 05/31/2023 (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 Class A Common Stock 05/31/2023 A 82,159 ( 1 ) A $ 0 110,025 D Class A Common Stock 606,250 I By Duddell Street Holdings Ltd ( 2 ) Class A Common Stock 3,450,320 I By Maso Capital Investments Limited ( 3 ) ( 4 ) Class A Common Stock 17,854,774 I By Blackwell Partners LLC - Series A ( 4 ) ( 5 ) Class A Common Stock 7,002,387 I By Star V Partners LLC ( 4 ) ( 6 )

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

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 ACQUISISTION CORP 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K300000 X Maso Capital Investments Ltd C/O DUDDELL STREET ACQUISISTION 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 06/02/2023 Signature of Reporting Person Date Duddell Street Holdings Limited, by: /s/ Manoj Jain, Director 06/02/2023 Signature of Reporting Person Date Maso Capital Partners Limited, by: /s/ Manoj Jain, Director 06/02/2023 Signature of Reporting Person Date Maso Capital Investments Limited, by: /s/ Manoj Jain, Director 06/02/2023 Signature of Reporting Person Date Blackwell Partners LLC - Series A, by: /s/ Manoj Jain, Director 06/02/2023 Signature of Reporting Person Date Star V Partners LLC, by: /s/ Manoj Jain, Director 06/02/2023 Signature of Reporting Person Date /s/ Sohit Khurana 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest on the date of the Issuer's 2024 annual meeting of stockholders. ( 2 )The shares 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 Allan Finnerty. ( 3 )These shares are held of record by MCIL. 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. ( 4 )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. ( 5 )These shares are held of record by BPL. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL ( 6 )These shares are held of record by SVPL. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.

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).

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