UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
FiscalNote Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
337655 104
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Stonehill Capital Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
GPO FN Noteholder LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Stonehill Master Fund Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Stonehill Institutional Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
John Motulsky | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Jonathan Sacks | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Peter Sisitsky | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Michael Thoyer | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Michael Stern | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
CUSIP No. 337655 104
| 1 | NAMES OF REPORTING PERSONS
Samir Arora | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| ITEM 1(a). | NAME OF ISSUER: |
FiscalNote Holdings, Inc.
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
12 Pennsylvania Avenue, 6th Floor, Washington D.C. 20004
| ITEM 2(a). | NAME OF PERSON FILING: |
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):
| (i) | Stonehill Capital Management LLC (“Management”) | |
| (ii) | GPO FN Noteholder LLC (“GPO FN”) | |
| (iii) | Stonehill Master Fund Ltd. (“Master Fund”) | |
| (iv) | Stonehill Institutional Partners, L.P. (“Fund”) | |
| (v) | John Motulsky (“Motulsky”) | |
| (vi) | Jonathan Sacks (“Sacks”) | |
| (vii) | Peter Sisitsky (“Sisitsky”) | |
| (viii) | Michael Thoyer (“Thoyer”) | |
| (ix) | Michael Stern (“Stern”) | |
| (x) | Samir Arora (“Arora”) | |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE: |
c/o Stonehill Capital Management LLC 320 Park Avenue, 26th Floor New York, NY 10022
| ITEM 2(c). | CITIZENSHIP: |
| Management: |
Delaware limited liability company | |
| FPO NF: |
Delaware limited liability company | |
| Master Fund: |
Cayman Island corporation | |
| Fund: |
Delaware limited partnership | |
| Motulsky: |
US Citizen | |
| Sacks: |
US Citizen | |
| Sisitsky: |
US Citizen | |
| Thoyer: |
US Citizen | |
| Stern: |
US Citizen | |
| Arora: |
US Citizen |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
| ITEM 2(e). | CUSIP NUMBER: |
337655 104
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C) CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| ITEM 4. | OWNERSHIP: |
The information in items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following. ☒
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
Not applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP: |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
Not applicable.
| ITEM 10. | CERTIFICATION |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 31, 2024
| STONEHILL CAPITAL MANAGEMENT LLC* | ||
| By: | /s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of a Member | ||
| FPO FN NOTEHOLDER LLC* | ||
| By: | /s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of a Member | ||
| STONEHILL MASTER FUND LTD.* | ||
| By: | /s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its investment adviser | ||
| STONEHILL INSTITUTIONAL PARTNERS, L.P. * | ||
| By: | /s/ Paul D. Malek | |
| Paul D. Malek | ||
| An Authorized Signatory of Stonehill General Partner, LLC, its general partner | ||
| JOHN MOTULSKY* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for John Motulsky | ||
| JONATHAN SACKS* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for Jonathan Sacks | ||
| PETER SISITSKY* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for Peter Sisitsky | ||
| MICHAEL THOYER* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for Michael Thoyer | ||
| MICHAEL STERN* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for Michael Stern | ||
| SAMIR ARORA* | ||
| /s/ Paul D. Malek | ||
| Paul D. Malek | ||
| Attorney-in-Fact for Samir Arora | ||
| * | The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |