UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

 

 

FISCALNOTE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-39672		88-3772307
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Id No.)

 

1201 Pennsylvania Avenue NW 6th Floor Washington, District of Columbia		20004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (202) 793-5300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Item 8.01

Other Events.

On June 24, 2026, FiscalNote Holdings, Inc. (the “Company”) entered into letter agreements amending its forbearance agreements dated April 21, 2026, as amended, with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd. (“YA” and together with GPO, the “Subordinated Creditors”). Pursuant to the forbearance agreements, as amended, each Subordinated Creditor has agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the delisting of the Company’s Class A common stock from the New York Stock Exchange, and to forbear from exercising any rights relating to such defaults, until July 21, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				FiscalNote Holdings, Inc.
				(Registrant)
June 24, 2026				By		/s/ Jon Slabaugh
						Jon Slabaugh
						Chief Financial Officer