WASHINGTON, Nov. 8, 2021 /PRNewswire/ — FiscalNote Holdings, Inc., a top AI-pushed company SaaS business that provides legal and regulatory information and insights, and Duddell Road Acquisition Corp. (Nasdaq: DSAC), a publicly traded exclusive function acquisition firm, declared now that they have entered into a definitive business blend arrangement that will consequence in FiscalNote getting to be a publicly outlined business with a pro forma market capitalization of about $1.3 billion. On closing, the put together enterprise will function beneath the FiscalNote identify and trade on the Nasdaq beneath the ticker symbol “Notice”.
With world-wide CEOs and businesses facing increasing regulatory force, FiscalNote provides essential insights and knowledge on government action and impression by leveraging proprietary artificial intelligence, equipment mastering, and other sophisticated systems embedded in its workflow application to collect and analyze worldwide legislative, regulatory, and geopolitical info for shoppers all over the world. Today’s details-overloaded entire world makes it complicated for groups to quickly determine, track, and report related coverage and regulatory updates effectively as important risks and chances create.
“When we launched FiscalNote in 2013, we established out to establish a group creating technology company that would adjust the way companies fully grasp and act on the legal, policy, and regulatory problems that mattered most to them,” reported FiscalNote Co-founder and CEO, Tim Hwang.
“Authorized and geopolitical challenges have grow to be even extra inextricably linked to marketplaces, and it is vital that businesses have obtain to essential information about the actions of regulators and policymakers to proactively navigate and handle the quantity and velocity of regulatory modify that will effects them. We appear ahead to this transaction accelerating our endeavours in each U.S. and global markets to construct extra info feeds and software package to supply further more transparency to the controlled sectors of the upcoming, specially as huge-ranging and elaborate regulatory concerns emerge in locations this kind of as cryptocurrencies, the gig economy, hashish, autonomous and electrical motor vehicles, on line athletics betting, ESG, and other sectors that are changing the landscape for how companies all over the entire world operate.”
FiscalNote has more than 3,000 subscription prospects across a various array of blue-chip world-wide enterprises, small and medium-sized organizations (SMBs), non-gains, and the community sector, including 3M, AstraZeneca, Blackstone, FedEx, Lyft, Microsoft, Countrywide Affiliation of Realtors, Nestlé, Netflix, Northrop Grumman, Peloton, Tesla, Uber, Zillow, the White House, the United States Congress, the United States Supreme Court docket, and main US federal agencies such as the Department of Protection, CDC, NIH, and the Federal Reserve.
FiscalNote’s person-helpful cloud based software package and information and facts feeds—which leverage patented artificial intelligence capabilities to collect and analyze vast quantities of legislative and regulatory facts from global, federal, condition, and municipal governments—power a crystal clear benefit proposition for authorities organizations looking for data to aid with initiatives these as securing budgets and supporting diplomacy, enterprises trying to get to navigate progressively advanced regulatory challenges this kind of as ESG and information privacy, and non-gains and K Street in search of to advocate on behalf of their interests to elected officers. FiscalNote’s automated technological innovation allows its info and details to be sold on a subscription basis to many buyers, supporting higher revenue margins more than time.
The overall addressable marketplace of lawful and regulatory information answers globally was about $37 billion in 2020, according to Outsell, a primary analysis and advisory firm. The industry is pushed by solid structural tailwinds, together with the proliferation of regulatory complexity, demand for workflow performance and automation, will need for aggregation and standardization, and the democratization of analytical abilities in legislation.
“FiscalNote is a category creator led by a visionary and experienced management team poised to scale with numerous organic and inorganic advancement vectors. Accessibility to general public marketplaces will reduced the firm’s expense of funds and speed up its capability to push innovation, as perfectly as execute strategically attractive and price accretive M&A.” said Manoj Jain, CEO of Duddell Street Acquisition Corp., and Co-Chief Investment decision Officer of Maso Cash. “We believe that this merger is really compelling and asymmetric, pushed by a crystal clear route to profitability with an predicted 15-20% natural and organic earnings expansion charge, 80% gross margins, and 90% recurring income design. With a solid keep track of history of worth generation as a result of acquisitions and M&A integration, we are assured FiscalNote will be further positioned to disrupt, consolidate, and give transformative technological know-how applications to the LegalTech sector. In today’s digitized entire world, insights drawn from details collection, aggregation, and examination are major and strategically precious.”
FiscalNote is just one of the biggest technological innovation organizations headquartered in Washington, D.C. with functions in eight countries and approximately 650 personnel globally.
Transaction Overview
The transaction indicates a professional forma sector capitalization of close to $1.3 billion for the mixed corporation, symbolizing a various of about 6.9x company value to 2022E pro forma earnings. Current FiscalNote equity holders will roll 100% of their equity pursuits into the merged firm and will keep roughly 76% ownership.
Current FiscalNote fairness holders will be below a lock-up of at minimum six months from the closing of the transaction and have the likely to receive an earnout of supplemental shares of common stock of the put together enterprise if particular inventory value targets are fulfilled as established forth in the definitive company mix arrangement.
Concurrently with the consummation of the proposed organization mix, investors, anchored by Maso Funds, have dedicated to obtain $100 million of typical stock of the blended firm in a entirely fully commited private placement at $10.00 for every share. On closing, the transaction will deliver roughly $275 million of gross proceeds to the blended firm, comprised of around $175 million of dollars held in the have faith in account of Duddell Road, with redemptions of the belief account backstopped by Maso Capital, and $100 million in the entirely dedicated PIPE, with participation from primary global institutional traders. Gross proceeds are predicted to considerably exceed the least hard cash problem of $190 million as set forth in the definitive small business combination arrangement.
The proceeds from the transaction will more improve FiscalNote’s potential to execute on substantial around-term organic and natural and inorganic growth prospects globally as it continues to create and supply goods to serve the controlled industries of the foreseeable future.
The Boards of Administrators of both of those FiscalNote and Duddell Avenue have each and every unanimously authorized the proposed organization blend, which is expected to be done in the first quarter of 2022, subject matter to, amongst other points, the acceptance of the small business mix by Duddell Street’s and FiscalNote’s shareholders, the concurrent PIPE transaction, pleasure of the conditions stated in the definitive small business mixture arrangement and other customary closing situations, together with that the U.S. Securities and Trade Commission (the “SEC”) completes its evaluate of the registration statement on Kind S-4 and the proxy assertion/prospectus that Duddell Avenue will file with the SEC, the receipt of specific regulatory approvals, and approval by The Nasdaq Stock Sector to checklist the securities of the combined business.
Advisors
J.P. Morgan acted as monetary advisor to FiscalNote. Citi and BTIG, LLC acted as capital markets advisors to Duddell Street. Citi and J.P. Morgan served as joint placement agents for the PIPE funding. Davis Polk & Wardwell LLP is serving as legal advisor to Duddell Road while Paul Hastings LLP is serving as authorized advisor to FiscalNote. Shearman & Sterling LLP is serving as authorized advisor to Citi and J.P. Morgan.
Investor Presentation
FiscalNote and Duddell Street have posted an trader presentation that can be accessed below.
A duplicate of the trader presentation as narrated by administration can be discovered in this article: http://www.netroadshow.com/nrs/dwelling/#!/?clearly show=cbb84d80.
Duddell Street will file a Present Report on Variety 8-K, which incorporates a duplicate of the business mix arrangement and the trader presentation, with the Securities and Trade Commission and is readily available at www.sec.gov.
About FiscalNote
FiscalNote is a major world wide engineering service provider of authorized and plan details and insights. By combining AI abilities, pro evaluation, and legislative, regulatory, and geopolitical information, FiscalNote is reinventing the way that organizations lessen hazard and capitalize on option.
House to CQ, Roll Simply call, Oxford Analytica, and VoterVoice, FiscalNote empowers shoppers all over the world to check, control, and act on the problems that make any difference most to them. To understand far more about FiscalNote and its family of brand names, take a look at FiscalNote.com and abide by @FiscalNote.
About Duddell Avenue Acquisition Corp.
Duddell Street Acquisition Corp. was fashioned for the intent of effecting a merger, share trade, asset acquisition, share acquire, reorganization or related company mixture with a single or far more corporations. Duddell Road is sponsored by Hong Kong-centered hedge fund Maso Money. Given that inception, Maso Cash has invested in more than just one thousand corporations and predicaments across many sectors and geographies. Leveraging its stature and status in Hong Kong and its professional investment decision team, Maso Funds has had investments in a number of TMT, health care, fintech and buyer providers in the area. For additional data, make sure you go to DSAC.co.
More Facts and Where to Find It
For further info on the proposed business mixture, see Duddell Street ‘s Current Report on Form 8-K, which will be filed concurrently with this push launch. In link with the proposed company combination, Duddell Street intends to file suitable resources with the Securities and Trade Fee (“SEC”), together with a registration assertion on Form S-4, which will contain a proxy statement/prospectus of Duddell Avenue, and will file other files regarding the proposed enterprise combination with the SEC. Duddell Street’s shareholders and other fascinated folks are encouraged to examine, when accessible, the preliminary proxy assertion/prospectus and the amendments thereto and the definitive proxy assertion and files included by reference therein filed in relationship with the proposed organization combination, as these supplies will include crucial facts about FiscalNote, Duddell Street and the proposed business blend. Promptly just after the Form S-4 is declared productive by the SEC, Duddell Avenue will mail the definitive proxy statement/prospectus and a proxy card to every single shareholder entitled to vote at the assembly relating to the approval of the business enterprise mixture and other proposals set forth in the proxy statement/prospectus. In advance of producing any voting or investment decision choice, traders and shareholders of Duddell Street are urged to very carefully examine the full registration statement and proxy assertion/prospectus, when they turn into out there, and any other appropriate documents filed with the SEC, as effectively as any amendments or nutritional supplements to these documents, for the reason that they will contain significant details about the proposed small business mixture. The documents filed by Duddell Street with the SEC may be acquired totally free of charge at the SEC’s internet site at www.sec.gov.
This communication does not constitute an provide to offer or the solicitation of an give to acquire any securities, or a solicitation of any vote or acceptance, nor shall there be any sale of securities in any jurisdiction in which this kind of supply, solicitation or sale would be unlawful prior to registration or qualification underneath the securities legal guidelines of any such jurisdiction.
Individuals in the Solicitation
Duddell Avenue and its directors and govt officers may perhaps be considered members in the solicitation of proxies from its shareholders with respect to the business enterprise combination. A record of the names of those people directors and government officers and a description of their interests in Duddell Avenue will be incorporated in the proxy assertion/prospectus for the proposed small business combination when out there at www.sec.gov. Facts about Duddell Street’s administrators and executive officers and their ownership of Duddell Road shares is established forth in Duddell Street’s prospectus, dated prospectus is Oct 28, 2020. Other details concerning the interests of the members in the proxy solicitation will be provided in the proxy assertion/prospectus pertaining to the proposed business combination when it results in being out there. These files can be received totally free of demand from the source indicated higher than.
FiscalNote and its administrators and government officers may perhaps also be considered to be contributors in the solicitation of proxies from the shareholders of Duddell Avenue in connection with the proposed business blend. A listing of the names of these types of administrators and government officers and information and facts with regards to their interests in the proposed business mix will be provided in the proxy assertion/prospectus for the proposed organization mixture.
Cautionary Statement About Forward-On the lookout Statements
This interaction is made up of “forward-on the lookout statements” in the which means of the Personal Securities Litigation Reform Act of 1995. These kinds of statements contain, but are not limited to, statements about foreseeable future economical and running results, plans, goals, expectations and intentions with regard to potential functions, merchandise and companies and other statements determined by words these kinds of as “will,” “are predicted to,” “is expected,” “approximated,” “imagine,” “intend,” “prepare,” “projection,” “professional forma,” “outlook” or terms of comparable this means. These ahead-on the lookout statements involve, but are not confined to, statements about FiscalNote’s business and industry sizes, potential chances for FiscalNote and Duddell Road, FiscalNote’s approximated upcoming final results and the proposed company mixture among Duddell Avenue and FiscalNote, such as professional forma market place capitalization, professional forma revenue, the expected transaction and ownership structure and the likelihood, timing and potential of the functions to properly consummate the proposed transaction. These kinds of forward-seeking statements are based on the present beliefs and anticipations of Duddell Street’s and FiscalNote’s management and are inherently topic to considerable company, financial and aggressive uncertainties and contingencies, a lot of of which are challenging to predict and generally past Duddell Street’s or FiscalNote’s command. Actual final results and the timing of occasions might vary materially from the outcomes predicted in these forward-on the lookout statements. Except as demanded by legislation, Duddell Road and FiscalNote do not undertake any obligation to update or revise any ahead-wanting statements no matter if as a outcome of new details, long run gatherings or usually.
Contacts:
Media
FiscalNote
Mike Stubbs
[email protected]
Investors
ICR, Inc. for FiscalNote
Sean Hannan
[email protected]
Duddell Road Acquisition Corp.
Sam Joshi
[email protected]
Source FiscalNote