FiscalNote SPAC Presentation Deck
58
Risks Related to the Ownership of New FiscalNote's Class A Common Stock
Following the consummation of the Business Combination, only its Co-Founders will be entitled to hold shares of New FiscalNote Class B common stock, which shares will have 10 votes per share. This will limit or preclude
other stockholders' ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to its
organizational documents and the approval of any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring stockholder approval.
FiscalNote cannot predict the impact New FiscalNote's dual class structure may have on the stock price of New FiscalNote's Class A common stock.
New FiscalNote will be a "controlled company" under NASDAQ listing standards, and as a result, its stockholders may not have certain corporate protections that are available to stockholders of companies that are not controlled
companies.
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Risk Factors (Cont'd)
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There may not be an active trading market for shares of New FiscalNote's Class A common stock, which may cause shares of New FiscalNote's Class A common stock to trade at a discount from their initial trading price and
make it difficult to sell the shares of Class A common stock you purchase.
Sales of a substantial number of New FiscalNote's Class A common stock in the public market by its existing shareholders could cause New FiscalNote's share price to decline.
FiscalNote's management team has limited experience managing a public company.
FiscalNote will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
If securities or industry analysts do not publish research or reports about its business, or if they downgrade their recommendations regarding New FiscalNote's Class A common stock, New FiscalNote's stock price and trading
volume could decline.
New FiscalNote may issue preferred stock, the terms of which could adversely affect the voting power or value of New FiscalNote's Class A common stock.
Anti-takeover provisions in New FiscalNote's organizational documents and Delaware law might discourage or delay acquisition attempts for New FiscalNote that you might consider favorable.
New FiscalNote's certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders,
which could limit New FiscalNote's stockholders' ability to obtain a favorable judicial forum for disputes with New FiscalNote or its directors, officers, employees, or other stockholders.
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