0000950103-22-013519.txt : 20220802
0000950103-22-013519.hdr.sgml : 20220802
20220802133331
ACCESSION NUMBER: 0000950103-22-013519
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220729
FILED AS OF DATE: 20220802
DATE AS OF CHANGE: 20220802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLACKWELL PARTNERS LLC - SERIES A
CENTRAL INDEX KEY: 0001426672
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39672
FILM NUMBER: 221127938
BUSINESS ADDRESS:
STREET 1: C/O DUMAC, INC.
STREET 2: 280 S. MANGUM STREET, SUITE 210
CITY: DURHAM
STATE: NC
ZIP: 27701
BUSINESS PHONE: (919) 668-9995
MAIL ADDRESS:
STREET 1: C/O DUMAC, INC.
STREET 2: 280 S. MANGUM STREET, SUITE 210
CITY: DURHAM
STATE: NC
ZIP: 27701
FORMER NAME:
FORMER CONFORMED NAME: BLACKWELL PARTNERS LLC
DATE OF NAME CHANGE: 20080208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Maso Capital Partners Ltd
CENTRAL INDEX KEY: 0001698093
STATE OF INCORPORATION: K3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39672
FILM NUMBER: 221127939
BUSINESS ADDRESS:
STREET 1: 8/F PRINTING HOUSE
STREET 2: 6 DUDDELL STREET
CITY: HONG KONG
STATE: K3
ZIP: 000000
BUSINESS PHONE: 852 34686200
MAIL ADDRESS:
STREET 1: 8/F PRINTING HOUSE
STREET 2: 6 DUDDELL STREET
CITY: HONG KONG
STATE: K3
ZIP: 000000
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FiscalNote Holdings, Inc.
CENTRAL INDEX KEY: 0001823466
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20004
BUSINESS PHONE: 202 793-5300
MAIL ADDRESS:
STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20004
FORMER COMPANY:
FORMER CONFORMED NAME: Duddell Street Acquisition Corp.
DATE OF NAME CHANGE: 20200902
4
1
dp178254_4-maso.xml
FORM 4
X0306
4
2022-07-29
0
0001823466
FiscalNote Holdings, Inc.
NOTE
0001698093
Maso Capital Partners Ltd
8/F PRINTING HOUSE
6 DUDDELL STREET
HONG KONG
K3
000000
HONG KONG
0
0
1
0
0001426672
BLACKWELL PARTNERS LLC - SERIES A
280 SOUTH MANGUM STREET, SUITE 210
DURHAM
NC
27701-3675
0
0
1
0
Class A Common Stock
2022-07-29
4
J
0
778000
A
778000
I
By Maso Capital Investments Limited
Class A Common Stock
2022-07-29
4
J
0
75133
A
853133
I
By Maso Capital Investments Limited
Class A Common Stock
2022-07-29
4
J
0
941277
A
1794410
I
By Maso Capital Investments Limited
Class A Common Stock
2022-07-29
4
J
0
982445
A
2776855
I
By Maso Capital Investments Limited
Class A Common Stock
2022-07-29
4
J
0
2186000
A
2186000
I
By Blackwell Partners LLC - Series A
Class A Common Stock
2022-07-29
4
J
0
210373
A
2396373
I
By Blackwell Partners LLC - Series A
Class A Common Stock
2022-07-29
4
J
0
7643194
A
10039567
I
By Blackwell Partners LLC - Series A
Class A Common Stock
2022-07-29
4
J
0
5616683
A
15656250
I
By Blackwell Partners LLC - Series A
Class A Common Stock
2022-07-29
4
J
0
1036000
A
1036000
I
By Star V Partners LLC
Class A Common Stock
2022-07-29
4
J
0
90159
A
1126159
I
By Star V Partners LLC
Class A Common Stock
2022-07-29
4
J
0
2823843
A
3950002
I
By Star V Partners LLC
Class A Common Stock
2022-07-29
4
J
0
2205625
A
6155627
I
By Star V Partners LLC
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
389000
A
Class A Common Stock
611286
389000
I
By Maso Capital Investments Limited
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
1093000
A
Class A Common Stock
1717571
1093000
I
By Blackwell Partners LLC - Series A
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
518000
A
Class A Common Stock
814000
518000
I
By Star V Partners LLC
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
1267700
A
Class A Common Stock
1992100
1267700
I
By Maso Capital Investments Limited
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
4138400
A
Class A Common Stock
6503200
4138400
I
By Blackwell Partners LLC - Series A
Warrants (Right to Buy)
7.32
2022-07-29
4
J
0
1593900
A
Class A Common Stock
2504700
1593900
I
By Star V Partners LLC
These shares of Class A Common Stock were received on a one-for-one basis in exchange for the Class A ordinary shares held by the Reporting Persons concurrently with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated November 7, 2021, by and among Duddell Street Acquisition Corp. (now known as FiscalNote Holdings Inc., the "Issuer"), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and FiscalNote Holdings, Inc. ("Old FiscalNote") (as it may be amended and/or restated from time to time (the "Business Combination Agreement")).
These shares Class A Common Stock and Warrants, as applicable, are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL.
MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Each of the Reporting Persons acquired shares of Class A Common Stock in exchange for convertible notes issued by Old FiscalNote (the "Convertible Notes") held by the Reporting Person in accordance with the terms of the Convertible Notes and the Business Combination Agreement.
Immediately prior to Closing (as defined in the Business Combination Agreement), each of the applicable Reporting Persons subscribed for shares of Class A Common Stock pursuant to the terms of the Backstop Agreement, dated as of November 7, 2021, by and among the Issuer and the Reporting Persons (the "Backstop Shares").
Immediately prior to Closing, each of the applicable Reporting Persons received a distribution of shares of Class A Common Stock as Bonus Shares (as defined in the Business Combination Agreement) in connection with electing not to redeem outstanding shares of Class A Common Stock held by the Reporting Person, including with respect to any Backstop Shares issued to and held by the Reporting Person.
These shares of Class A Common Stock and Warrants, as applicable, are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL.
These shares of Class A Common Stock and Warrants, as applicable, are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.
Each Warrant held by a Reporting Person entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date (as defined in the Business Combination Agreement) and will expire on the fifth anniversary of the Closing Date.
Each Warrant held by the Reporting Persons was initially acquired at the time of the initial public offering of the Issuer and were contingent on the closing of an initial business combination within a specified period of time. Each Warrant now entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date and will expire on the fifth anniversary of the Closing Date.
Maso Capital Partners Limited, By: /s/ Manoj Jain, Director
2022-08-02
Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director
2022-08-02