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                              October 24, 2022

       Timothy Hwang
       Chief Executive Officer
       FiscalNote Holdings, Inc.
       1201 Pennsylvania Avenue, N.W., 6th Floor
       Washington, D.C. 20004

                                                        Re: FiscalNote
Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 29,
2022
                                                            File No. 333-267098

       Dear Timothy Hwang:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 12, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed September
29, 2022

       Cover Page

   1.                                                   We note your response
to comment 1 that you "did not disclose . . . the specific purchase
                                                        price paid by the
affiliates of the Company who were investors in Legacy FiscalNote
                                                        (other than the
Sponsor) for the securities being registered." Please tell us the nature of
                                                        the affiliate status of
these additional Selling Securityholders. For example, please clarify
                                                        if any of these selling
securityholders were PIPE investors. If so, please disclose the price
                                                        that the selling
securityholders paid for the securities being registered for resale.
 Timothy Hwang
FiscalNote Holdings, Inc.
October 24, 2022
Page 2

      Please contact Jennie Beysolow at 202-551-8108 or Jennifer L  pez Molina
at 202-551-
3792 with any questions.



                                                        Sincerely,
FirstName LastNameTimothy Hwang
                                                        Division of Corporation
Finance
Comapany NameFiscalNote Holdings, Inc.
                                                        Office of Trade &
Services
October 24, 2022 Page 2
cc:       Brandon Bortner, Esq.
FirstName LastName