Sec Form 4 Filing - Jain Manoj @ FiscalNote Holdings, Inc. - 2025-05-28

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 FL 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2025 (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 05/28/2025 A 280,854 ( 1 ) A $ 0 545,273 D Class A Common Stock 606,250 I By Maso Capital Offshore Limited ( 2 ) ( 3 ) Class A Common Stock 28,307,481 I By Maso Capital Partners Limited ( 3 ) ( 4 )

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 FL WASHINGTON, DC20004 X X Khurana Sohit C/O MASO CAPITAL PARTNERS LIMITED 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K300000 X Signatures /s/ Todd Aman, Attorney-in-Fact 06/02/2025 Signature of Reporting Person Date /s/ Sohit Khurana 06/02/2025 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 2026 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 and is the beneficial owner of the shares held of record by Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Allan Finnerty. ( 3 )The 606,250 shares reported herein were previously reported by Duddell (the "Duddell Shares") and the 28,307,481 shares reported herein were previously reported by Maso Capital Investments Limited ("MCIL") with respect to 3,450,320 shares, Blackwell Partners LLC - Series A ("BPL") with respect to 17,854,774 shares and Star V Partners LLC ("SVPL") with respect to 7,002,387 shares (the "MCPL Shares"). This Form 4 corrects the prior presentation for the Duddell Shares because Maso is deemed to be the beneficial owner of the Duddell Shares in light of its sole voting and investment power over such shares as the manager of Duddell. This Form 4 also corrects the prior presentation for the MCPL Shares because Maso Capital Partners Limited ("MCPL") has sole voting and investment power pursuant to investment management agreements with each of MCIL, BPL and SVPL. There was no reallocation or change in the number of shares held of record as reported in previous Form 4s. ( 4 )MCPL, a Hong Kong limited liability company, is the investment manager of each of MCIL, BPL and SVPL and has sole voting and investment power with respect to the (i) 3,450,320 shares held of record by MCIL, (ii) 17,854,774 shares held of record by BPL and (iii) 7,002,387 shares of held of record by SVPL. 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.

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).

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