FiscalNote Earnings and Growth Projections
3
Financial Information, Non-GAAP Measures
Disclaimer (Cont'd)
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated under the Act. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration
statement to be filed by Duddell Street with the SEC.
This presentation contains "non-GAAP financial measures" that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles
("GAAP"). Specifically, Fiscal Note makes use of the non-GAAP financial measure Adjusted EBITDA. This is not a recognized term under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a
measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management's discretionary use as Adjusted EBITDA does not consider certain cash requirements such as interest
payments, tax payments and debt service requirements. The presentations of Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. See Appendix for a reconciliation to the most directly
comparable GAAP measures. Because not all companies use identical calculations, the presentations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
Additional Information
If the contemplated business combination is pursued, Duddell Street will be required to file a preliminary and definitive proxy statement, which may be a part of a registration statement, and other relevant documents with the SEC. Shareholders and other interested persons are urged to read the
preliminary and definitive proxy statement, prospectus, any other relevant documents filed with the SEC and any amendments thereto when they become available because they will contain important information about Duddell Street, Fiscal Note and the contemplated business combination.
Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Duddell Street, Fiscal Note and the contemplated business combination, without charge, at the SEC's website located at www.sec.gov. Duddell Street and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from Duddell Street's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be
contained in the proxy statement/prospectus when available. This presentation does not contain all the information that should be considered in the contemplated business combination and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholders of Duddell Street as of a record date to be established for voting
on the contemplated business combination when it becomes available.
Forward Looking Statements
Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) Fiscal Note's projected operational performance, including relative to its
competitors, (ii) trends in the enterprise information services and legal regulatory information markets, (iii) FiscalNote's strategies and targets for customer growth, (iv) Fiscal Note's strategies and plans for mergers and acquisitions, and (v) other statements regarding Duddell Street's or Fiscal Note's
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-
looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of
Duddell Street's registration statement on Form S-1, any proxy statement/prospectus relating to the contemplated business combination, which is expected to be filed by Duddell Street with the SEC, other documents filed by Duddell Street from time to time with the SEC, and any risk factors made
available to you in connection with Duddell Street, Fiscal Note and the contemplated business combination. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Duddell Street and Fiscal Note), and other assumptions, that may cause
Fiscal Note's or Duddell Street's actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to, the risks, uncertainties and assumptions that will be described in any
proxy statement/prospectus relating to the contemplated business combination, as well as the following: changes in domestic and foreign businesses, government regulation, and market, financial, political, and legal conditions; the risk that Fiscal Note may be unable to successfully commercialize its
products and services; the effects of competition on Fiscal Note's business; Fiscal Note's and Duddell Street's exposure to litigation claims and other loss contingencies; Fiscal Note's ability to protect patents, trademarks, and other intellectual property rights; the uncertainty of the projected financial
information with respect to Fiscal Note; disruptions and other impacts to Fiscal Note's business as a result of the continuing COVID-19 pandemic and other global health or economic crises; changes in customer demand; the parties may be unable to successfully or timely consummate the contemplated
business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the contemplated business combination or that the approval of the shareholders
of Duddell Street or stockholders of Fiscal Note is not obtained; failure to realize the anticipated benefits of the contemplated business combination; and the amount of redemption requests made by Duddell Street's shareholders. There may be additional risks that neither Duddell Street nor FiscalNote
presently know or that Duddell Street and Fiscal Note currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not take any statement regarding past trends or activities as a representation that the trends or activities
will continue in the future. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Duddell Street and Fiscal Note assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither Duddell Street nor Fiscal Note gives any assurance that either Duddell Street or Fiscal Note will achieve its expectations. This presentation is not intended to constitute, and should not be construed as, investment
advice.
Trademarks
Fiscal Note and Duddell Street own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are
the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with FiscalNote or Duddell Street, or an endorsement or sponsorship by or of Fiscal Note or Duddell
Street. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, * or symbols, but such references are not intended to indicate, in any way, that Fiscal Note or Duddell Street will not assert, to the fullest extent
under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.
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