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
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$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 NoteView entire presentation