FiscalNote SPAC Presentation Deck

41 Sources & Uses Sources Cash in Trust¹ Private Placement (PIPE) SPAC Sponsor Existing Shareholder Rollover Total Sources Uses Existing Shareholder Rollover Debt Paydown SPAC Sponsor Cash on Balance Sheet Transaction Expenses Total Uses Illustrative Pro Forma Capital Structure (SMM) Cash & Cash equivalents Total Indebtedness5 Total Debt Net Debt Transaction Summary Valuation In-Line with Last Funding Round $MM 175 100 44 1,000 1,318 $MM 1,000 127 44 118 30 1,318 Illustrative Pro Forma Valuation Pro Forma Valuation Share Price ($) Shares Outstanding² Pro Forma Market Capitalization Pro Forma Net Debt Pro Forma Enterprise Value EV/FY22PF Sales4 EV/FY23PF Sales4 Oct-21 32 147 147 115 Adjustments 118 (127) $MM, except per share data 10.00 132 1,318 (130) 1,188 6.87x 4.64x Pro Forma at Close 151 21 21 (130) Illustrative Pro Forma Ownership at Close3 13% 8% 3% ▪ Existing FN Shareholders ■ Public SPAC Shareholders ■ PIPE Investors SPAC Sponsor Note: (1) Cash in trust is 100% backstopped by the SPAC Sponsor and its affiliates; (2) Excludes seller earnout of 3% of shares outstanding at closing of transaction at each of $12.5 / $15 / $20 / $25; (3) Pro forma ownership excludes the impacts of public and private warrants held by the SPAC shareholders and the SPAC sponsor. Does not reflect percentages of voting rights, which will be impacted by dual class structure to be adopted whereby certain Existing FiscalNote Shareholders such as co-founders are expected to hold high vote Class B common stock as set forth in the definitive business combination agreement, while public shareholders are expected to hold Class A common stock which carries one vote per share; (4) Based on FY22PF and FY23PF revenue and pro forma enterprise value. (5) Excludes approximately $15mm of fees and repayment costs. 76% Fiscal Note

View entire presentation