Merger DSAC

FiscalNote goes public via merger with Duddell Street Acquisition

, SPAC research

FiscalNote Holdings, Inc., a leading AI-driven enterprise SaaS company that delivers legal and regulatory data and insights, and Duddell Street Acquisition Corp. (Nasdaq: DSAC), announced today that they have entered into a definitive business combination agreement that will result in FiscalNote becoming a publicly listed company with a pro forma market capitalization of approximately $1.3 billion. Upon closing, the combined company will operate under the FiscalNote name and trade on the Nasdaq under the ticker symbol "NOTE".

FiscalNote is a leading global technology provider of legal and policy data and insights. By combining AI capabilities, expert analysis, and legislative, regulatory, and geopolitical data, FiscalNote is reinventing the way that organizations minimize risk and capitalize on opportunity.

The transaction implies a pro forma market capitalization of approximately $1.3 billion for the combined company, representing a multiple of approximately 6.9x enterprise value to 2022E pro forma revenue. Current FiscalNote equity holders will roll 100% of their equity interests into the combined company and will retain approximately 76% ownership.

Concurrently with the consummation of the proposed business combination, investors, anchored by Maso Capital, have committed to purchase $100 million of common stock of the combined company in a fully committed private placement at $10.00 per share. Upon closing, the transaction will provide approximately $275 million of gross proceeds to the combined company, comprised of approximately $175 million of cash held in the trust account of Duddell Street, with redemptions of the trust account backstopped by Maso Capital, and $100 million in the fully committed PIPE, with participation from leading global institutional investors. Gross proceeds are expected to far exceed the minimum cash condition of $190 million as set forth in the definitive business combination agreement.

J.P. Morgan acted as financial advisor to FiscalNote. Citi and BTIG, LLC acted as capital markets advisors to Duddell Street. Citi and J.P. Morgan served as joint placement agents for the PIPE financing. Davis Polk & Wardwell LLP is serving as legal advisor to Duddell Street while Paul Hastings LLP is serving as legal advisor to FiscalNote. Shearman & Sterling LLP is serving as legal advisor to Citi and J.P. Morgan.

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