FiscalNote SPAC Presentation Deck slide image

FiscalNote SPAC Presentation Deck

5 Transaction Overview FiscalNote and DSAC Are Merging To Create A Leading Legal and Regulatory SaaS Platform FiscalNote Holdings, Inc. (Proposed ticker - NASDAQ: NOTE) $175MM Fiscal Note AI/ML and data-driven enterprise SaaS company that delivers global legal, regulatory, and policy insights and analytics DSAC Acquisition Criteria Would benefit from a powerful public - private valuation arbitrage Led by talented and visionary management team 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 Note: (1) Subject to second SEC review period. (2) Refer to Transaction Summary on page 41 for details. Target SPAC Size PIPE Size Valuation Backstop Voting Condition Min Cash Condition Target Closing ● ● ● $100M fully committed PIPE Anchored by Maso Capital, an affiliate of the Sponsor Accelerated PIPE share registration ¹ Enterprise value of $1.2BN (Post DeSPAC)² Implies EV / FY22/23PF Sales² of 6.87x / 4.64x based on management target of $173MM / $256MM run-rate revenue in FY22 / 23 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 Fiscal Note
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