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FiscalNote to Go IPO via $1.3 Billion SPAC Deal

Updated: Nov 16, 2021

WSJ News, Nov. 8, 2021, by Ben Dummett and Julie Steinberg

FiscalNote Holdings Inc., a Washington, D.C.-based provider of services used to track government policy, said it struck a deal to go public through a merger with a special-purpose acquisition company at a valuation of $1.3 billion.

The company, owner of Washington political publication CQ Roll Call, plans to merge with Duddell Street Acquisition Corp., the people said. The SPAC is listed on Nasdaq and is backed by Hong Kong-based hedge fund Maso Capital. The Wall Street Journal previously reported a deal was close.

Companies and lawmakers use FiscalNote’s software tools and information to navigate changes in legislation and government regulation in the U.S., European Union and other jurisdictions. Customers include the U.S. Securities and Exchange Commission, Southwest Airlines Co. , Nestlé SA and Tesla Inc.

FiscalNote’s backers include Mark Cuban, Jerry Yang and S&P Global Inc. They will remain shareholders as part of the merger plan, the companies said.

Co-founded in 2013 by Chief Executive Tim Hwang, FiscalNote is raising a separate $100 million private investment in public equity, or PIPE, from investors as part of the merger plan, the people said. Those include Maso and others.

FiscalNote will get a total of $275 million from the Duddell merger. The company, whose competitors include the much larger Bloomberg LP and the London Stock Exchange Group PLC’s Refinitiv, plans to use the new sources of money for product development and to help fund acquisitions.

Bloomberg and Refinitiv compete with Dow Jones & Co., the parent company of The Wall Street Journal.

Already this year, FiscalNote has struck nine deals to add products and expand geographically. That includes the September acquisition of Cambridge, Mass.-based Forge.AI Inc. Banks, asset managers and hedge funds use Forge’s technology to identify and model risk.

FiscalNote targets customers affected by new regulations such as cryptocurrency, autonomous and electric vehicles, and the gig economy. It also serves organizations looking to improve environmental, social and governance performance metrics.

SPACs, also known as blank-check companies, raise money by going public. They then have a set period, usually two years, to hunt for an acquisition target. They often appeal to companies as a faster way to gain a public listing and raise money than through a traditional initial public offering.

The structure, though, also allows investors to pull money out of a blank-check company before the merger goes through. That can leave the company going public with much less cash than expected.

Duddell raised $175 million in its SPAC IPO in October 2020. To offset the possibility of withdrawals before completion of the FiscalNote merger, Maso has agreed to backstop the full amount, the companies said.

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