FiscalNote Earnings and Growth Projections
Transaction Overview
Fiscal Note and DSAC Are Merging To Create A Leading Legal and Regulatory SaaS Platform
FiscalNote
AI/ML and data-driven enterprise SaaS company that delivers
global legal, regulatory, and policy insights and analytics
DSAC Acquisition Criteria
Fiscal Note Holdings, Inc.
(Proposed ticker - NASDAQ: NOTE)
Target
SPAC Size
•
$175MM
$100M fully committed PIPE
PIPE Size
•
Anchored by Maso Capital, an affiliate of the Sponsor
Accelerated PIPE share registration¹
Enterprise value of $1.2BN (Post DeSPAC)²
Would benefit from a powerful public - private valuation arbitrage
Valuation
Implies EV / FY22/23PF Sales2 of 6.87x / 4.64x based on management target of
$173MM / $256MM run-rate revenue in FY22/23
Led by talented and visionary management team
Backstop
Clear pathway to create organic and inorganic value post merging
Good opportunity to unlock potential and maximize value
Well-positioned for strong and compelling growth globally
At an operating / growth inflection point with ability to drive
improved financial performance
Robust public company governance and framework
Voting
Condition
Min Cash
Condition
Target
Closing
Maso Capital, an affiliate of the sponsor, will backstop any redemptions from the
trust account, providing $275MM of gross proceeds
Maso Capital holds -23% of equity interest ($40MM of $175MM) and -38% of
voting shares in DSAC
Will vote in favor of the transaction
~15% of voting shares in DSAC held by public will be required to vote in favor of
the transaction in order for it to be approved
$190MM
1Q 2022
ΣΣΣΣ Σ
LO
5
Note: (1) Subject to second SEC review period. (2) Refer to Transaction Summary on page 41 for details.
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