FiscalNote Investor Presentation Deck
Equity Capital - Fully Diluted Shares
Represents shares and dilutive securities outstanding at various price per share levels, in millions
$12.50
45.8
79.7
8.3
133.8
Public Class A
Common Stock
Shares held by Affiliates
Shares held by Other Shareholders
30
Class B Co-Founders Only
Potentially Dilutive
de SPAC Earnout Shares (i)
Outstanding Seller Earnout (ii)
Employee RSUS and Options (iii)
Convertible Instruments
Public Warrants (iv)
Private Warrants (iv)
Convertible Notes (v)
Subtotal
Subtotal
Subtotal
TOTAL AS OF 3/31/2023
$2.23
45.8
79.7
8.3
133.8
0.0
0.4
2.9
3.3
0.0
0.0
2.0
2.0
139.1
$5.50
45.8
79.7
8.3
133.8
0.0
0.4
6.0
6.4
0.0
0.0
2.0
2.0
142.2
$7.50
45.8
79.7
8.3
133.8
0.0
0.4
7.8
8.2
0.3
0.3
2.0
2.6
144.6
$10.50
45.8
79.7
8.3
133.8
3.8
0.4
9.2
13.4
4.0
3.3
2.0
9.3
156.5
7.7
0.4
9.7
17.8
4.7
4.6
2.0
11.3
162.9
$15.00
45.8
79.7
8.3
133.8
11.5
0.4
10.2
22.1
4.7
5.6
2.0
12.3
168.2
$20.00
45.8
79.7
8.3
133.8
15.4
0.4
10.8
26.6
4.7
7.0
2.0
13.7
174.1
$25.00
45.8
79.7
8.3
133.8
19.2
0.4
11.2
30.8
4.7
7.8
2.0
14.5
179.1
Note: All dilutive shares outstanding are prepared on the treasury stock method based on the Company's shares outstanding at March 31, 2023. $2.23 is the Company's closing share price on March 31, 2023
(i) A total of 19.2mm deSPAC earnout shares are issuable to eligible FiscalNote affiliate and non-affiliate equity holders in five equal tranches of 3.8mm if the Company's stock trades at $10.50/$12.50/$15.00/$20.00/$25.00 (subject
to VWAP requirements)
(ii) Represent potentially issuable Class A shares in the event certain acquired businesses meet agreed upon revenue targets
(iii) Represent outstanding RSUS and Options exercisable into Class A shares as of December 31, 2022. RSUS generally vest over three years and Options generally vest over four years. Options calculated utilizing weighted
average strike price pursuant to the treasury stock method.
(iv) Represent shares issuable upon the exercise of the public and private warrants issued by DSAC and assumed by FiscalNote upon the closing of the Business Combination. The effective per share strike price is $7.32. The
public warrants can we redeemed for $.01 if the Company's stock price is greater than $11.45. The private warrants cannot be redeemed for cash.
(v) Represent shares issuable upon conversion of $12.2mm legacy convertible notes that did not convert as part of the Business Combination. These convertible notes mature in 2025 and accrue interest at 15% annually.
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