Exhibit 99.1
Analyst Day Presentation January 2022 | STRICTLY PRIVATE AND CONFIDENTIAL
2 Disclaimer This presentation contains proprietary and confidential information of FiscalNote Holdings, Inc (“ FiscalNote ”) and Duddell Street Acquisition Corp. (NASDAQ: DSAC, “ Duddell Street”), and the entire content should be considered “Confidential Information.” Neither Duddell Street, FiscalNote , Citigroup Global Markets Inc. (“Citi”), J.P. Morgan Securities LLC (together with Citi, the “Placement Agents”) nor any of their respec tiv e affiliates, representatives, partners, directors, officers, employees, advisers or agents makes any representation or warra nty , express or implied, as to the accuracy or completeness of the information contained in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the transactions contemplated in this presentation. To the full extent permitted by law, no responsibility or liability whatsoever is accepted by any such person for the accuracy or sufficiency thereof or for any errors, omissions o r m isstatements, negligent or otherwise, relating thereto. This presentation is not intended to be all - inclusive or to contain all the information that a person may desire in considering an investment in Duddell Street or FiscalNote and is not intended to form the basis of any investment decision in Duddell Street or FiscalNote . You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem nec ess ary, and you must make your own investment decision and perform your own independent investigation and analysis of an investment in Duddell Street or FiscalNote and the transactions contemplated in this presentation. By participating in this presentation, you expressly agree to keep c on fidential this presentation and all otherwise non - public information disclosed by us, whether orally or in writing, during this presentation or in these present ation materials. You also agree not to distribute, disclose or use such information for any purpose, other than for the purp ose of evaluating your participation in the potential financing of the transactions contemplated in this presentation and to return to FiscalNote and Duddell Street, delete or destroy this presentation upon request. By participating in this presentation, you acknowledge that you ar e ( i ) aware that the United States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communic ating such information to any other person under circumstances in which it is reasonably foreseeable that such person is like ly to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collecti vel y, the "Exchange Act"), and that you will neither use, nor cause any third party to use, this presentation or any information co ntained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. This presentation relates to the potential financing of a portion of the transactions contemplated in this presentation through a private placement of equity securities. This presentation shall n ot constitute a “solicitation” as defined in Section 14 of the Exchange Act. This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall the re be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the regi str ation or qualification under the securities laws of any such jurisdiction. This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other speci fic product. Any offering of securities (the “Securities”) will not be registered under the Securities Act of 1933, as amended ( th e “Act”), and will be offered as a private placement to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and “Insti tut ional Accounts” as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent d isp osition is exempt from the registration requirements of the Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to av ail itself of any exemption under the Act. The transfer of the Securities may also be subject to conditions set forth in an agre em ent under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Nei the r FiscalNote nor Duddell Street is making an offer of the Securities in any state where the offer is not permitted. The information contained in this p resentation is only addressed to and directed at persons in member states of the European Economic Area and the United Kingdom (each a “Relevant State”) who a re “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (“Qualified Investors”). I n a ddition, in the United Kingdom, the presentation is being distributed only to, and is directed only at, Qualified Investors who are persons ( i ) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services an d M arkets Act 2000 (Financial Promotion) Order 2005 (the “Order”) (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons tog eth er being referred to as “Relevant Persons”). The information must not be acted on or relied on ( i ) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the informati on relates is available only to or will be engaged in only with, ( i ) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State. This presentation is intended solely for the purposes of familiarizing investors. To the extent the terms of any potential transaction are includ ed in this presentation, those terms are included for discussion purposes only. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DIS APP ROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Use of Data This presentation contains information concerning FiscalNote’s products, services and industry, including market size and growth rates of the markets in which FiscalNote participates, that are based on industry surveys and publications or other publicly available information, other third - party su rvey data and research reports. This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and you are cautioned not to give undue weight to this information. Furth er, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other inf orm ation contained herein. Any data on past performance or modeling contained herein is not an indication as to future performa nce . This modelling data is subject to change. Neither FiscalNote nor Duddell Street has independently verified this third - party information. Similarly, other third - party survey data and research reports commissioned by FiscalNote or Duddell Street, while believed by FiscalNote and Duddell Street to be reliable, are based on limited sample sizes and have not been independently verified by FiscalNote or Duddell Street. In addition, projections, assumptions, estimates, goals, targets, plans and trends of the future performance of the in dustry in which FiscalNote operates, and its future performance, are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ ma terially from those expressed in the estimates made by independent parties and by FiscalNote and Duddell Street. None of Duddell Street, FiscalNote and the Placement Agents assumes any obligation to update the information in this presentation. Use of Projections The financial, operational, industry and market projections, estimates and targets in this presentation are forward - looking stat ements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of whic h a re beyond Duddell Street’s and FiscalNote’s control. While all financial, operational, industry and market projections, estimates and targets are necessarily speculativ e, Duddell Street and FiscalNote believe that the preparation of prospective financial, operational, industry and market information involves increasingly hig he r levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. FiscalNote’s independent auditors have not studied, reviewed, compiled or performed any procedures with respect to the projections for the p urpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. The as sum ptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide var iety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertai nti es described in “Forward Looking Statements” below. The inclusion of financial, operational, industry and market projections, estimates and targets in this presentation sho uld not be regarded as an indication that Duddell Street and FiscalNote , or their representatives, considered or consider such financial, operational, industry and market projections, estimates and targets to be a reliable prediction of future events. Further, investors should note that the proj ect ions or revenue targets for FY2022 to FY 2025 are based on management estimates of both organic growth and growth via acquisi tio ns, inclusive of acquisitions in the Company's pipeline. These acquisitions may not be consummated, or if they are, they may not be done on terms that the Company currently ex pects. As a result, investors should not place undue reliance on projections or the revenue targets for FY2022 to FY2025.
3 Disclaimer (Cont’d) Financial Information, Non - GAAP Measures The financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X promulgate d under the Act. Accordingly, such information and data may not be included in, may be adjusted in or may be presented diffe ren tly in, any proxy statement or registration statement to be filed by Duddell Street with the SEC. This presentation contains “non - GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. genera ll y accepted accounting principles (“GAAP”). Specifically, FiscalNote makes use of the non - GAAP financial measure Adjusted EBITDA. This is not a recognized term under GAAP and should not be consid ered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not in tended to be a measure of free cash flow available for management’s discretionary use as Adjusted EBITDA does not consider ce rta in cash requirements such as interest payments, tax payments and debt service requirements. The presentations of Adjusted EBITDA has limitations as an analytical too l and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. See Appe ndi x for a reconciliation to the most directly comparable GAAP measures . Because not all companies use identical calculations, the presentations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Additional Information If the contemplated business combination is pursued, Duddell Street will be required to file a preliminary and definitive proxy statement, which may be a part of a registration statement , and other relevant documents with the SEC. Shareholders and other interested persons are urged to read the preliminary and definitive proxy statement, prospectus, any other relevant documents filed with the SEC and any amendments th ere to when they become available because they will contain important information about Duddell Street, FiscalNote and the contemplated business combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing info rma tion about Duddell Street, FiscalNote and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov. Duddell Street and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Duddell Street’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive offic er s and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. This presentation does not contain all the information that shou ld be considered in the contemplated business combination and shall not constitute a solicitation of a proxy, consent or authori zat ion with respect to any securities or in respect of the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in re spe ct to the contemplated business combination. The definitive proxy statement will be mailed to shareholders of Duddell Street as of a record date to be established for voting on the contemplated business combination when it becomes available. Forward Looking Statements Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the federal securities laws. Forward - looking statements include, but are not limited to, statements with respect to ( i ) FiscalNote’s projected operational performance, including relative to its competitors, (ii) trends in the enterprise information services and legal regulatory information markets, (iii) FiscalNote’s strategies and targets for customer growth, (iv) FiscalNote’s strategies and plans for mergers and acquisitions, and (v) other statements regarding Duddell Street’s or FiscalNote’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to proje cti ons, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forwar d - l ooking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “ sho uld,” “strive,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are predictions, projections and other statements about future events that are based on current expectatio ns and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncert ain ties described in the “Risk Factors” section of Duddell Street’s registration statement on Form S - 1, any proxy statement/prospectus relating to the contemplated business combination, which is expected to be filed by Duddell Street with the SEC, other documents filed by Duddell Street from time to time with the SEC, and any risk factors made available to you in connection with Duddell Street, FiscalNote and the contemplated business combination. These forward - looking statements involve a number of risks and uncertainties (some of which are beyond the control of Duddell Street and FiscalNote ), and other assumptions, that may cause FiscalNote’s or Duddell Street’s actual results or performance to be materially different from those expressed or implied by these forward - looking stat ements. Such risks, uncertainties and assumptions include, but are not limited to, the risks, uncertainties and assumptions tha t will be described in any proxy statement/prospectus relating to the contemplated business combination, as well as the following: changes in domestic a nd foreign businesses, government regulation, and market, financial, political, and legal conditions; the risk that FiscalNote may be unable to successfully commercialize its products and services; the effects of competition on FiscalNote’s business; FiscalNote’s and Duddell Street’s exposure to litigation claims and other loss contingencies; FiscalNote’s ability to protect patents, trademarks, and other intellectual property rights; the uncertainty of the projected financial information with respect to FiscalNote ; disruptions and other impacts to FiscalNote’s business as a result of the continuing COVID - 19 pandemic and other global health or economic crises; changes in customer demand ; the parties may be unable to successfully or timely consummate the contemplated business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanti cip ated conditions that could adversely affect the combined company or the expected benefits of the contemplated business combin ati on or that the approval of the shareholders of Duddell Street or stockholders of FiscalNote is not obtained; failure to realize the anticipated benefits of the contemplated business combination; and the amount of rede mp tion requests made by Duddell Street’s shareholders. There may be additional risks that neither Duddell Street nor FiscalNote presently know or that Duddell Street and FiscalNote currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking sta tements. You should not take any statement regarding past trends or activities as a representation that the trends or activi tie s will continue in the future. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - looking statements, and Duddell Street and FiscalNote assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. Neither Duddell Street nor FiscalNote gives any assurance that either Duddell Street or FiscalNote will achieve its expectations. This presentation is not intended to constitute, and should not be construed as, investment advice. Trademarks FiscalNote and Duddell Street own or have rights to various trademarks, service marks and trade names that they use in connection with the operation o f their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of t hir d parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or prod uct s in this presentation is not intended to, and does not imply, a relationship with FiscalNote or Duddell Street, or an endorsement or sponsorship by or of FiscalNote or Duddell Street. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation m ay appear without the TM, SM, * or © symbols, but such references are not intended to indicate, in any way, that FiscalNote or Duddell Street will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names an d c opyrights.
4 Today’s Speakers Note: (1) Contingent on CFIUS clearance. Tim Hwang CEO & Co - Founder Jon Slabaugh Chief Financial Officer & SVP of Corporate Development Reed Fawell Chief Revenue Officer & S enior VP Dr. Vlad Eidelman Chief Scientist & Head of AI Research Manoj Jain Chairman, CEO & Co - Chief Investment Officer Co - Founder & Co - Chief Investment Officer Director Nominee 1
5 Transaction Overview AI/ML and data - driven enterprise SaaS company that delivers global legal, regulatory, and policy insights and analytics FiscalNote and DSAC Are Merging To Create A Leading Legal and Regulatory SaaS Platform Good opportunity to unlock potential and maximize value Led by talented and visionary management team Clear pathway to create organic and inorganic value post merging At an operating / growth inflection point with ability to drive improved financial performance Would benefit from a powerful public – private valuation arbitrage Well - positioned for strong and compelling growth globally Robust public company governance and framework DSAC Acquisition Criteria Note: (1) Subject to second SEC review period. (2) Refer to Transaction Summary on page 41 for details. Target • FiscalNote Holdings, Inc. (Proposed ticker - NASDAQ: NOTE) SPAC Size • $175 MM PIPE Size • $100M fully committed PIPE • Anchored by Maso Capital, an affiliate of the Sponsor • Accelerated PIPE share registration 1 Valuation • Enterprise value of $1.2BN (Post DeSPAC ) 2 • Implies EV / FY22 / 23PF Sales 2 of 6.87x / 4.64x based on management target of $173MM / $256MM run - rate revenue in FY22 / 23 Backstop • Maso Capital, an affiliate of the sponsor, will backstop any redemptions from the trust account, providing $275MM of gross proceeds Voting Condition • Maso Capital holds ~23% of equity interest ($40MM of $175MM) and ~38% of voting shares in DSAC • Will vote in favor of the transaction • ~15% of voting shares in DSAC held by public will be required to vote in favor of the transaction in order for it to be approved Min Cash Condition • $190MM Target Closing • 1Q 2022
6 Sources & Uses Transaction Summary Illustrative Pro Forma Capital Structure Illustrative Pro Forma Valuation Illustrative Pro Forma Ownership at Close 3 Sources $MM Cash in Trust 1 175 Private Placement (PIPE) 100 SPAC Sponsor 44 Existing Shareholder Rollover 1,000 Total Sources 1,318 Uses $MM Existing Shareholder Rollover 1,000 Debt Paydown 127 SPAC Sponsor 44 Cash on Balance Sheet 118 Transaction Expenses 30 Total Uses 1,318 Pro Forma Valuation $MM, except per share data Share Price ($) 10.00 Shares Outstanding 2 132 Pro Forma Market Capitalization 1,318 Pro Forma Net Debt (130) Pro Forma Enterprise Value 1,188 EV / FY22PF Sales 4 6.87x EV / FY23PF Sales 4 4.64x ($MM) Oct - 21 Adjustments Pro Forma at Close Cash & Cash equivalents 32 118 151 Total Indebtedness 5 147 (127) 21 Total Debt 147 21 Net Debt 115 (130) Note: (1) Cash in trust is 100% backstopped by the SPAC Sponsor and its affiliates; (2) Excludes seller earnout of 3% of shares outstanding at closing of transaction at each of $12.5 / $15 / $20 / $25; (3) Pro forma ownership excludes the impacts of public and private warrants held by the SPAC shareholders and the SPAC sponsor. Does not reflect percentages of voting rights, which will be impacted by dual class structure to be adopted whereby certain Existing FiscalNote Shareholders such as co - founders are expected to hold high vote Clas s B common stock as set forth in the definitive business combination agreement, while public shareholders are expected to hold Class A common stock which carries one vote per share; (4) Based on FY 22PF and FY23PF revenue and pro forma enterprise value. (5) Excludes approximately $15mm of fees and repayment costs. 76% 13% 8% 3% Existing FN Shareholders Public SPAC Shareholders PIPE Investors SPAC Sponsor Valuation In - Line with Last Funding Round
7 Attractive DeSPAC Valuation Relative to Peers Note: FactSet . Market data as of January 19 , 2022. (1) FiscalNote multiple calculated off 2022PF EV / Sales. Median: 11.4x Mean: 11.7x 2022E EV / Sales Vertical Software Info Services Legal Tech EV ($BN) 1.2 31.8 27.1 8.4 7.9 7.8 3.8 3.0 1.0 44.3 20.4 20.3 26.3 1.2 1.7 3.0 1 104.5
8 Attractive DeSPAC Valuation Relative to Peers (Cont’d) Note: FactSet . Market data as of January 19, 2022. (1) FiscalNote multiple calculated off 2023PF EV / Sales. 2023E EV / Sales Median: 9.7 x Mean: 9.7 x EV ($BN) 1.2 31.8 27.1 8.4 7.9 7.8 3.8 3.0 1.0 44.3 20.4 20.3 26.3 1.2 1.7 3.0 1 104.5 Vertical Software Info Services Legal Tech
9 Key Milestones to Listing Targeting listing by end of Q1 2022 25 JAN LATE FEB MID MAR LATE MAR END MAR Ongoing SEC review Analyst Day SEC declares proxy effective; File and mail definitive proxy Redemption cut off date DSAC Shareholders vote on the transaction Public Listing
10 Agenda Customer Testimonial | Nestlé Building a Category Creator Customer Testimonial | United Way Innovating through Technology Track Record of Commercial Success Acceler a t ing Value Creation via M&A Delivering Long Term, Durable Growth Appendix
11 Building a Category Creator Tim Hwang CEO and Co - Founder
12 The Problem Note: (1) Ten Thousand Commandments, based on $1.9 trillion regulatory cost plus $4.4 trillion federal outlays share of 2019 GDP of $21.5 trillion; (2) FAVP.com; (3) onelegal.com, during 2019 - 2020 sessions; (4) EUR - Lex Statistics, only including basic Acts for 2020; (5) EUR - Lex Statistics; (6) Based on the 2020 EU budget in commitments, which is the ability to contract legal obligations up to the ceiling in 2020. Sourced from Council of the European Union; (7) Ministry of Treasury, PRC for 2020, 1USD=6.5RMB (8) China Judgements Online (ht tps://wenshu.court.gov.cn/), as of Jan 20, 2022. (9) China's Enforcement Information Disclosure Website, as of Jan 20, 2022. American retailers claim tariffs on Chinese goods hurt business during pandemic Exports from Ireland to Great Britain soar in post - Brexit trade imbalance $6.4 TN US Federal Govt. spending 1 500k+ elected officials in the US 2 200k+ US bills introduced annually 3 1,300+ adopted Acts in 2020 in the EU 4 250+ EU national case law in 2020 5 €173BN EU budget in commitments 6 $3.8 TN China Govt. spending 7 123MM+ daily pleadings in China 8 210k+ executed court enforcement in China 9 Overwhelming quantity of rapidly evolving and complex legal, geopolitical, and economic information across the world
13 Note: (1) Former Chairman and CEO; (2) PwC Global CEO Survey ( https://www.pwc.com/gx/en/ceo - survey/2020/reports/pwc - 23rd - global - ceo - survey.pdf). Boards and CEOs Face Increasing Global Regulations “ …I don’t know if this is the end - all but clearly regulation relief would…help to grow private investment in US infrastructure ” Regulatory Pressure — Allen’s interview, 2017 1 “… our business may be impacted by the adoption of new tax legislation…if we fail to… subject to significant sanctions ” — Bradway’s letter to shareholders, 2020 “ … legal ambiguity on the status of independent workers makes it difficult for platforms like Uber … ” — Khosrowshahi’s email, 2021 “…People still want regulation, security amid tech competition … with all these competitors…we don't forget the basic principles ” — Moynihan’s interview, 2019 More than a third of surveyed global CEOs reported that regulatory and policy issues are the biggest threats to their businesses 2
14 14 Technology Delivering Critical Legal and Economic Data & Insights in an Uncertain World
15 The Solution Secure Government Funding Minimize Costs Mitigate Regulatory Risk Generate Incremental Revenue Combining Data, Workflow, and Analytics to Drive Actionable Insights Mission - critical, Unrivaled Global Legal and Policy Information Data Embedded SaaS Workflows to Manage Regulatory Risk Workflow AI - Powered Data & Intelligence Analytics Differentiated & Mission - Critical Information Research
16 Category Creator Legal and Policy Crucial technology and embedded workflows on the desks of the world’s decision makers HR Sales Finance
17 Large and Expanding Market Opportunity Clear Market Tailwinds Democratization of analytical capabilities in law Need for aggregation and standardization Demand for workflow efficiency and automation Lack of systems to track, assess and report Proliferation of regulatory complexity Legal & Regulatory Info TAM : $ 37 BN 1 Enterprise Info Solutions TAM: $314 BN 1 FiscalNote ’s Approaches to Drive Long - term Growth Increasing Sales C apacity 1 Stronger L and & Expand 2 International Market Growth - Vast Opportunity in EU & APAC 3 New Logo Acquisition from Additional Segments 4 Expansion of Data Assets & Proprietary Technology 5 Note: (1) Outsell: Market landscape (as of August 12, 2021), denotes TAM of 2020; (2) Total Contract Value of both subscripti on and one - time revenue that were booked from new clients in quarter, excluding smaller scale revenue streams such as photo licensing and books sales. Does not include new bookings from acquired com panies in 2021. Increasing use of data and information in decision - making Further I nvestments to Drive R etention & Customer Relationships 6
18 Secure government funding to support national security, engage in global diplomacy, and invest in domestic policy initiatives $695BN 1 $64BN 2 $63BN 3 Government Agencies 2020 Budget Allocation Advocating to elected officials to ensure access to funding and protection of interests Non - Profits Members ~3MM 7 ~6MM 8 ~1.4 MM 9 Navigate increasingly complex regulatory landscape on key issues such as ESG, data privacy and anti - trust, and streamline access to legal information Note: (1) Senate Appropriations Committee press release; (2) House Committee on Appropriations press release; (3) Office of t he Director of National Intelligence press release; (4) FedEx 2020 Annual Report; (5) Microsoft 2020 Annual Report; (6) Nestle 2020 Annual Report; (7) National Education Association website; (8) American Fa rm Bureau Federation website; (9) NRF website. Clear Value Proposition Connecting policy - making participants to a 360 degree view of critical information and data Corporates 2020 Revenue $69BN 4 $143BN 5 $94BN 6
19 Idea to Market Leader Idea (2013 - 2017) $ 4 00MM+ 3 (2025PF) 80%+ Revenue CAGR $173MM 2 (2022PF) Scale (2017 - Present) Market Leader (Future) $8MM 1 30%+ Potential Revenue CAGR Growth Capital Motel 6 in Silicon Valley to Washington, DC Multiple A cquisitions Seed & Early Investors Mark Cuban Jerry Yang EU Regulatory Intelligence Legislative & Political Info AI - Powered Transcription Geographic E xpansion 4 Organic Growth x I ncrease customer LTV x Accelerate logo bookings x New product development x International expansion x Adjacent market entr y Market Consolidation x Value accretive targets Grassroots Advocacy Tool Geopolitical Intelligence Launched first product to bring clarity to disparate government data Access to Public Markets Lower cost of capital Steve Case Technology Roots + Policy Expertise + Deal - Making Capacity Note: (1) Audited r evenue from 2017; (2) 2022 Run Rate 2022 Revenue, including full year effect of acquisitions under LOI and in pipeline; (3) Run Rate 2025 Revenue, including full year effect o f p ipeline M&A targets. Target is based on management expectations regarding acquisition pipeline. See "Disclaimer -- Use of Projections“; (4) Re fers to locations where FiscalNote currently collects data and/or content from.
20 Austin Baton Rouge Washington DC New York Singapore Oxford Brussels Gurugram Hong Kong Seoul Sydney Madison Scale Player with Global Footprint Note: (1) All products as of 12/31/2021; (2) Number of customers with active subscription revenue as of 12/31/2021, including al l acquired entities ； (3) As of Dec 31, 2021. 50k+ 1 data sources 13 Locations 3,000 + Subscription c ustomers 2 >50 of Fortune 100 are current customers ~700 Personnel globally 3 91 % 1H2021 revenue from subscription London
21 Operating Businesses at Scale Public Company Experience Executing M&A Deals Silicon Valley Experience Inside DC Experience Reed Fawell SVP Chief Revenue Officer Paul Donnell Chief Accounting Officer Dr. Vlad Eidelman Chief Scientist Head of AI Research Josh Resnik General Counsel, SVP Chief Content Officer Krystal Putman - Garcia Chief Marketing Officer GM of Advocacy Tim Hwang Chief Executive Officer Co - Founder Jennifer Yi Boyer SVP – Diversity, Equity and Inclusion Chief People Officer Jon Slabaugh Chief Financial Officer SVP, Corporate Development CNN Top 10 Startups World Economic Forum Technology Pioneer Forbes 30 Under 30 Goldman Sachs 100 Most Intriguing Entrepreneurs The Software Report Top 100 Companies Forbes Best Startup Employers Visionary, Founder - led Team with Strong Track Record
22 Diverse Background & I n - depth Expertise Adrian Fenty Special Advisor at Andreesen Horowitz; Former Mayor of Washington, D.C. Tom Monahan Former CEO of CEB Kevin Rudd Former Prime Minister of Australia Ron Gula Founder and former CEO of Tenable Daniel Nadler Founder and CEO of Kensho (acquired by S&P Global) Joe Saunders Former CEO of Visa Bruce Mehlman Former Assistant Secretary of Commerce, Lead Lobbyist for Cisco Systems, General Counsel to the NRCC Alec Ross Former Senior Advisor for Innovation to Secretary of State Clinton Katharine Weymouth Director at Graham Holdings, Former Publisher of Washington Post Carlos Gutierrez Former CEO of Kellogg Former United States Secretary of Commerce Naoko Okumoto Former VP at Yahoo! (founded and led Yahoo! Japan JV), Managing Director of Mistletoe (family office Taizo Son) John Suh Former CEO of LegalZoom Dr. Glenn Hubbard Dean of Columbia B. School Former Chair, White House Council of Economic Advisors Dr. Jean Rogers Global Head of ESG of Blackstone Heidi Dubois Executive Vice President & Head of ESG of Edelman Global Network of Advisors and Investors
23 >$255 MM 2 Total funding raised Jerry Yang Mark Cuban Steve Case Note: (1) Visionnaire Ventures is the joint fund between Temasek Holding and Taizo Son; (2) Includes equity, convertible instruments and debt; (3) as of January 2021. 1 $1.0 BN 3 Valuation last round Backed by Influential List of Equity Investors and Funds
24 Innovating through Technology Dr. Vlad Eidelman Chief Scientist & Head of AI Research
25 Graph and Network Analysis Alerting and Monitoring Automated Reporting Entity Extraction and Resolution Trend and Anomaly Detection Topic and Industry Classification Stakeholder Management & Collaboration Revenue & Funding Generation Geopolitical and Market Intelligence Streamlined Compliance Process Standardize Global Legislation Social Media Collect Proprietary Data Ingestion, Processing, & Infrastructure Workflow Applications to Discover, Plan & Act Patented 1 AI - Enabled Core Natural Language Understanding SELF - REINFORCING Scalable platform to add new products, reduce time to market, build modern interfaces and create competitive differentiation Note: (1) 6 Patents issued, 2 patents allowed, 6 patents pending to date across various technology systems in FiscalNote’s portfolio of companies as of 6/30/2021. Augment and accelerate machine and human - based intelligence AI and Data - Driven Workflow
26 Proprietary Ingestion and Processing Infrastructure Merge Normalize Clean Extract Monitor Modular collection framework Reprocessing Metadata Smart Scrapers APIs Sources Ingestion Processing Human Augmentation layered in both ingestion and processing steps 50k+ sources (text, audio, video) Government reg ulation, legislation, and policy data (local, state, federal) Data across countries, news, social, financial documents Millions of documents in different formats (pdfs, text formats, multiple languages) Different structure of source sites, changing data
27 AI - Powered Data Enrichment Pipeline Natural Language Understanding and Processing - Deconstructing data into thousands of dimensions, including syntactic, semantic, and embedding vector representations - Modular, scalable models for performing analysis at word, sentence, section and document levels Modeling and Enrichment - Multiple proprietary taxonomies for industry, topic, policy classification from proprietary training sets - Entity, event, and relationship extraction - Forecasting outcomes, identifying trends and detecting anomalies Data Ingestion & Extraction - Unstructured data from processing pipeline Delivered Through UIs and APIs - Accessible through programmatic and human interfaces - Available to perform workflow - specific aggregations to derive actionable insight Knowledge Graph - Resolution and reasoning over growing number of entities - Inferring relations and connecting growing number of organizations, people, documents, and events
28 Augmenting Human Intelligence Optimizing end - to - end system for delivering client outcomes, not just about best AI, but process for humans working with AI Augment end - to - end workflows : Integrate AI seamlessly into existing human - driven processes with appropriate level of automation to reduce time and cost AI Identify tasks that can be automated, augmented, or significantly changed allowing people to focus on what they do better: formulating hypotheses, understanding cause and effect relationships, using commonsense reasoning (intuition, reasoning, inference) Deploy AI where it’s best : identify cases AI ≯ human, such as judgement, and where AI + human > human 1+1 >1 Create a competitive advantage in our market, define how an information services company operates in the 21st century Post - editing AI transcription, reviewing identified geopolitical anomaly trend line, identified relevant topics, automatic summaries, etc.
29 SaaS Workflow Tools & Capabilities Context Ability to relate different data together and offer a history of the data Aggregation One stop shop for legal and market intelligence data Search, Discovery & Alerting Text extraction, nuanced searches, and personalized smart alerting from otherwise disparate, unstructured information sources Discovery Tracking & Knowledge Management Track changes over time to the contents of relevant documents and datasets across the globe Organization & Collaboration Organization of data according to clients’ own internal processes through customization functions Planning Analysis & Reporting Combination of automated analytics and human - generated insights from industry - leading content Advocacy & Constituent Services Empowerment of organizations’ advocacy campaigns to elected officials, as well as facilitation of elected officials’ outreach and management of communication Action
30 These tools are essential so we have our finger on the global pulse of public policy activities. People were blown away by how quickly I learned about the bill and how fast I was able to act. Without FiscalNote’s advocacy tools, we would not have been able to get our message out. Our members and the public could make their voices heard in 30 seconds. Note: (1) 94% of US federal and state bills that passed were predicted to pass by FiscalNote AI; (2) Since 2018; (3) Pertaini ng to actions taken in the core FiscalNote application. User - Friendly Dashboards Collaborative capabilities and easy access to workflows and data Actionable Workflows Certified by 1 billion advocacy messages 2 Predictive Analytics Proprietary regulatory analysis and 94% accuracy 1 on likelihood of legislation passing Comprehensive Data Searching, reporting, and alerting from unique global data and proprietary content sources 60% of the time when users flag a piece of legislation or regulation, they were first alerted to it by FiscalNote’s proprietary recommendation engine 3 Embedded Workflows Compare bill versions, perform real - time research, and log interactions with regulators Sifting through the Chaos
31 Cutting Edge Technology for Future Growth Infrastructure & Security SOC 2 Type 2 SAML Authentication GDPR Compliance Dedicated Security Team ( )
32 ESG Management 2013 - 2020 2022 2021 Stakeholder Management Australian Legislative & Regulatory Tracking Geopolitical I ntelligence & Advisory Regulated Sectors of the Future SLED Constituent Services Product FN AI Services Online Attention Behavior Analysis Federal Constituent Services Product Congressional & Earning Transcription AI - based Unstructured Data Enrichment for Machine Intelligence Global Market & Sectoral Analysis Expanded Content and Data Coverage Alternative Data Platform & Marketplace U.S. Municipality Monitoring Limited Global Legislation / Regulation Monitoring European Parliament Tracking Federal Policy Analysis Data and content informs what’s happening , workflow tools enable action Advocacy Solutions Federal & State Legislative + Regulatory Issues Management Political Donation Tracking Data and Content Workflow Broad and Expanding Product Portfolio into Adjacent Markets Increasing content and workflow applications over time driving greater sales and scale
33 AI - enabled transcription around government, finance & alternative data Geopolitical analysis & advisory powered by a worldwide network of experts Al - driven, real - time ESG & Carbon Management SaaS platform ESG is Just the Tip of the Iceberg Replicable strategies to leverage diverse customer base and technology to tap into other regulated sectors of the future …against enterprise data to produce actionable insights Leveraging FiscalNote’s Portfolio Mapping ESG regulation… I believe the SEC should step in when there’s this level of demand for information relevant to investors’ decisions. Gary Gensler , Chairman of the U.S. Securities and Exchange Commission Companies need to know the regulatory landscape… Regulations will always supersede the voluntary framework. Dr. Jean Rogers , Founder of the Sustainability Accounting Standards Board (SASB)
34 Leveraging Capabilities to Drive Product Growth New Adjacent Market Opportunities G eopolitical Risk R esearch C entral Ba nk P olicy Monitoring Issues Management ESG FDA Approval T racking Advocacy Government Affairs Autonomous Driving Gig Economy US - China Relations Human Intelligence ML / AI Engine NLP Diversity & Inclusion Telehealth Cannabis industry Gig Economy Compliance Cryptocurrency Regulatory Monitoring Leverage strengths in scaling data and workflow to develop vertically integrated solutions for high growth regulated sectors of the future Regulated Sectors of the Future Cryptocurrency Compliance Online Sports Betting Cybersecurity Potential for long term investment in commercialization of AI technology and alternative data
35 Customer Testimonial | Nestlé Meg Villarreal Manager of Policy and Public Affairs
36 Track Record of Commercial Success Reed Fawell Chief Revenue Officer & Senior VP
37 Healthcare (~14%) Consumer & Retail (~2%) Energy (~3%) Finance (~5%) TMT (~5%) Education (~5%) Transport (~2%) Business Services (~5%) Government (~24%) Blue Chip Diverse Client Base Relied upon and recognized across major public and private sector customers Note: Figures and logos exclude products acquired in 2021.
38 Cross - sell / Up - sell AMs work with specialist AEs to expand services to clients after developing understanding of their cross - functional needs Efficient, Growth - Oriented Sales Model Customers / Users Sales Model Suite of Products Comprehensive product suite providing unique breadth across legal, policy, and economic intelligence Diverse and expanding entry points for sale and accelerating expansion 4 1 3 Prospect Potential clients via inbound leads / outbound sales efforts (Marketing / SDRs) 2 Initial Purchase Account Executive closes new sale Account Management AM ensure needs met and supporting upsell for additional users and datasets as clients engage with platform Predominantly direct sales model driven by demand generation and outbound efforts General Counsel VP, Corporate Risk & Security VP, ESG General Manager (Global Regions, BU) VP, Policy and Advocacy SVP, Government Affairs Chief of Staff, Legislative Affairs CFO Legislator Law Firm Partner
39 Private Sector S taying Longer - Multi - Year Contracts % of ARR 3 73 36 16 7 80 38 16 8 78 39 17 9 Public Sector Enterprise Mid-Market SMB Q3 '19 Q3 '20 Q3 '21 +3.3% +3.9% +2.8% CAGR 4 48% 59% 63% 57% 68% 70% 43% 58% 59% Q3 '19 Q3 '20 Q3 '21 Enterprise Mid-market SMB Increasing C ustomer Spending - AAV 1,2 ($000s) Upselling Potential Enabled by User and Product - Based Pricing UPSELL 3 Users 10 U sers 20 U sers+ MORE USERS MORE PRODUCTS USAGE & WORKFLOWS Client Onboarding DATA & CONTENT ~10 K – 20k ACV ~20 - 50 K ACV ~50 K – 100K+ ACV Note: (1) Average Account Value (“AAV”) is the total annualized subscription revenue at a point in time divided by the number of active accounts with subscription products; (2) As at September 2021 and excludes 2021 acquisitions; (3) ARR (“Annual Recurring Revenue”) is defined as the value of contracted recurring revenue comp one nts from subscriptions normalized to a one - year period; (4) Based on specific figures, not rounded amounts. Customers spending more and staying longer for mission - critical insights +12.9% “Land and Expand” Strategy Fueled by Cross & Upsell
40 Multinational Biotech and Pharmaceutical Company One of the largest US Trade Associations Global Cloud Service Provider Global Law Firm Global Team Collaboration Global Regulatory Strategy Advocacy Data Management Policy Tracking Key Product 36x 16 x 22x 138 x Key Product Key Product Key Product Note: Initial ARR (Annual Recurring Revenue, the value of the contracted recurring revenue components of term subscriptions n orm alized to a one - year period) is as of earliest contract available. Customer Growth Stories
41 Customer Testimonial | United Way Lindsay Torrico Vice President of Policy and Advocacy
42 Accelerating Value Creation via M&A Presenter: Tim Hwang CEO and Co - Founder
43 No. of Deals YEARS SINCE FOUNDING MARKET CAP ($BN) 30 20 40 50 60 10 10 20 LEGACY 30 100 13 160 + 240 + 160 + 250 + Cloud based AI/ML driven Modern core technology Rich data & content Founder led DISRUPTOR 50 + Note: Capital I Q, Factset . Market data as of 20 Aug 2021. Number of deals includes acquisitions made by predecessors and subsidiaries of companies. (1) H istorical market cap as of the first trade date available on Factset ; (2) Year since founding of Thomson Reuters based on the foundation year of The Thomson Corporation, which is the later predecessor of the two merged com pan ies. Building a disruptive global data company in a new era of technology Proven Corporate Strategy of Buy, Build, and Grow
44 Geographic expansion + broadening of global information set ~14% CAGR in ARR since acquisition Selected M&A Integrations Broadened critical capacity in advocacy technology ~23% CAGR in ARR since acquisition Reduced cost + incremental capability M illions of dollars of future outsourced vendor expenses expected to be saved through AI - powered transcription Core technology contributes to other R&D initiatives 15 C ompleted acquisitions since 2015 9 Deals in 2021 1,300+ Clients acquired through M&A LTM 3 New international operational footprints 2021 YTD (UK, AU, SG) Broader data coverage to key local data sets Cross Sell within two days of close Clients facing increasing exposure to local legislation and regulation Key Statistics 1 ~$35MM Incremental M&A run - rate revenue in 2021 Note: (1) As of Nov 30, 2021. Prolific and Disciplined M&A Machine
45 Transaction structure Alignment of interests Scale and platform benefits Culture Non - competitive situations (i.e. not auctions) Deeply embedded customers Large market share Limited strategic options High subscription revenue streams Ability to cross - sell / up - sell Sub - sectors with competitive fragmentation Note: (1) Based on management estimates and preliminary financials received, including Forge and Frontierview transactions which have been closed recently. Playbook for acquisition and integration Track record of value creation through acquisition of datasets and cross / upselling key customer segments Dedicated team of M&A professionals Well - supported by CFO, GC and internal stakeholders Proven Strategies Key Winning Factors IDENTIFIED TARGETS >900 Potential revenue: >$1BN 1 A SHORTLISTED >55 Potential revenue: >$375MM 1 B ADVANCED DISCUSSIONS 17 Potential revenue: >$145MM C Capital has been the historical handbrake on M&A — transaction will further accelerate prolific pace of M&A Criteria New Capital to Accelerate Growth and TAM
46 Acquired (~$35.4MM) + Potential (~$1.5MM) PF Revenue: ~$ 37 MM 1 2021 C losed Transactions + Definitive Agreements Note: (1) Based on management estimates, preliminary due diligence and subject to change; potential PF revenue of sample dis cus sions represents all discussion stage targets, not just the ones highlighted here. Sample Discussions Government Affairs Management Platform for Voters in the US South America - based Legislative / Regulatory Tools and Tracker Regulatory Intelligence Europe - based Political Data & Monitoring Provider of Key Government, Business, & Media Stakeholder Data EMEA Legislative & Regulatory Intelligence News / Analysis on US Government Operations Global Policy and Financial Markets Analysis Internation al Targets Cloud - based ESG Management AI - Enabled Geopolitical Risk Technology Australian Legislative & Regulatory Tracking Constituent Communications Platform Geopolitical Intelligence & Advisory Civic Intelligence Monitoring Professional Community Engagement Global Market & Sectoral Analysis Advisory AI - based Unstructured Data Processing Company Signed definitive agreement, deal expected to close Q1’22 Strong Pipeline of Imminent Targets Asia - based Software and Data Company for Finance and Corporations Acquired (~$35.4MM) + Signed (~$1.5MM) PF Revenue: ~$ 37 MM 1 2021 C losed Transactions + Definitive Agreements Potential PF Revenue: ~$135MM 1 Note: (1) Based on management estimates, preliminary due diligence and subject to change; potential PF revenue of sample dis cus sions represents all discussion stage targets, not just the ones highlighted here. Sample Discussions Internation al Targets Cloud - based ESG Management AI - Enabled Geopolitical Risk Technology Australian Legislative & Regulatory Tracking Constituent Communications Platform Geopolitical Intelligence & Advisory Civic Intelligence Monitoring Professional Community Engagement Global Market & Sectoral Analysis Advisory AI - based Unstructured Data Processing Company Strong Pipeline of Imminent Targets Asia - based Software and Data Company for Finance and Corporations Geopolitical Risk & Intelligence Corporate Reputational Risk Management APAC Legislative & Regulatory Intelligence Alternative Data Solutions EMEA - based Provider of Unstructured Data Classification & Governance South America - based Legislative / Regulatory Tools and Tracker APAC - based Knowledge Platform for Legal Professionals Emerging Markets Macroeconomics & Geopolitical Research Regulatory Reporting & Compliance Platform
47 Delivering Long Term, Durable Growth Jon Slabaugh Chief Financial Officer & SVP of Corporate Development
48 $65 $71 $128 $206 $309 $37 $45 $50 $55 $108 $173 $256 $365 2020A 2021PF 2022PF 2023PF 2024PF Organic Revenue Run-rate Revenue Acquired (Current Year) 92% Recurring revenue +63% 2021 - 24 CAGR 2 +50% Note: (1) 9 completed acquisitions in 2021 + 1 M&A under LOI; (2) Includes ~$ 35.4 MM of run - rate revenue from targets acquired by Nov 30, 2021 and ~$1.5MM of run - rate revenue from one target under LOI; (3) Depicts organic revenue from legacy platform and acquisitions completed in the previous year; (4) Represents run - rate revenu e acquired during the year of acquisition. For 2021, this represents 9 M&A targets acquired by Nov 30, 2021 and 1 other target under LOI . Run - rate revenue figure depicted for 2021. For 2022 to 2024, incremental acquired pipeline is based on a robust pipeline identif ied by management, with a 30% probability weighting as a margin of safety. Figures during the year of acquisition are based on run - rate values and not recognized. Supported by Organic Growth and M&A Revenue by Type ($MM) 3 4 10 acquisitions 1 targeted with total run - rate revenue of ~$37MM Identified acquisition targets with total run - rate revenue of ~$135MM Pace and scale of M&A continues to increase as company drives growth from acquired assets 2
49 Q3 Management KPIs Total Revenue Run Rate Organic Revenue Run Rate Net Revenue Retention Management reviews three management KPIs that defines operational success for FiscalNote $ 95 m +46% YTD $68m 99% Total Revenue Run Rate is the ARR at period end + total pro forma LTM non - subscription revenue 1 . Organic Revenue Run Rate is the ARR at period end + total pro forma LTM non - subscription revenue, but excluding M&A from the same calendar year. The percentage of retained ARR from existing customers at the beginning of one quarter compared to the ARR from the same set of customers at the end of the quarter, including downgrades and reductions, plus expansions, but excluding products from M&A that occurred in the previous 12 months. Note: (1) Annual Recurring Revenue (ARR) is the value of the contracted recurring revenue components of term subscriptions n orm alized to a one - year period.
50 Building a Category Creator 01 02 Inn ovating through Technology 03 Track Record of Commercial Success 04 Accelerating Value Creation via M&A 05 Delivering Long Term, Durable Growth Built & Ready
51 Thank You
52 Appendix
53 Hong Kong based multi - strategy investment firm since 2012 60+ years of combined investment, sourcing and advisory experience of management team across major geographies Deployed over $20 billion of transaction capital since inception Capital markets expertise in pricing IPOs, secondary blocks and private placements Bridge gap between private / public markets Expertise to drive value in public market environment Active global SPAC PIPE participant Broad Universe of Candidates TMT | Fintech | Logistics | Proptech | Solar | Consumer | Retail | BioTech | Clean Energy Round 2: 20+ Round 1: 100+ Due Diligence Process 2 Sponsor Overview Primarily held by “uncorrelated” shareholder base therefore reducing SPAC arbitrage risk Maso Capital - anchored IPO, holding $40 MM of $175MM SPAC In total, Maso Capital holds ~38% of votes – reduces vote risk CEO Manoj Jain will join the board of the public entity as a Director 1 Maso Capital has right to appoint an additional Independent Director 1 to the board of the public entity Maso Capital will backstop SPAC trust account from redemptions PIPE anchor Note: (1) Contingent on CFIUS clearance; (2) Davis Polk, Grant Thornton and Blackpeak are third - party advisers to Duddell Street, who has conducted due diligence on FiscalNote on its own behalf only. Mercer is an advisor to FiscalNote .
54 Category creator that can turbo charge consolidation - no longer capital constrained Ready to scale with multiple growth vectors: SaaS flywheel, adjacent verticals, geographic expansion Precedent value creation in information services sector: base + bolt - ons Founder - led management - conservative by nature, with “beat and raise” mentality Credibility through high quality venture capital and strategic led funding rounds Public market institutional demand for Info Services/SaaS - visible listed peers Track record and familiarity from Maso’s prior investment experience in company Seller earnout at $12.5 / $15 / $20 / $25 and sponsor commitment provides alignment with shareholders Valuation margin of safety - execution leads to a potential equity re - rating Why Duddell Likes FiscalNote – “Elegance in its Simplicity” Great Company | Attractive Valuation | Right Structure Fundamental Structural & Technical 1 2 3 4 1 2 3 4 5
55 Operational Benchmarking Note: FactSet . Market data as of January 19 , 2022. (1) Calculated as 2022E EV/Sales divided by 21 - 23E revenue CAGR, divided by 100; (2) FiscalNote multiple calculated off 2022PF EV / Sales. Growth Adjusted 2022E EV / Sales 1 2021 - 23E Revenue CAGR Median: 19 % Mean: 20% Median: 0.55 Mean: 0.71 2
56 Operational Benchmarking (Cont’d) Note: FactSet . Capital IQ, Market data as of January 19 , 2022. (1) FiscalNote margin refers to 2022PF gross margin , which reflects revenue less cost of revenue divided by revenue expressed as a percentage for the period indicated. 2022E Gross Margin Median: 72% Mean: 70% 1
57 Operational Benchmarking (Cont’d) Note: FactSet. Capital IQ, Market data as of January 19, 2022. (1) FiscalNote margin refers to 2023PF gross margin, which reflects revenue less cost of revenue divided by revenue expressed as a percentage for the period indicated. 2023E Gross Margin Median: 71% Mean: 70 % 1
58 Non - GAAP Reconciliations Note: Figures in $MM. Numbers depicted do not include revenue/income from M&A targets under LOI or in the pipeline, they only in clude run - rate figures for acquisitions completed by Nov 30, 2021. Actual Forecast Forecast Forecast Forecast 2020 2021 2022 2023 2024 Revenue $65.2 $106.4 $126.2 $151.3 $187.3 Gross Profit $52.5 $84.9 $103.3 $126.8 $160.0 Adjusted to exclude the following: Stock based compensation 0.0 - - - - Dep & Amort 3.0 2.1 1.9 1.8 1.5 Non - GAAP Gross Profit $55.6 $86.9 $105.3 $128.5 $161.5 Operating Income ($26.7) ($38.8) ($25.7) ($4.8) $21.4 Adjusted to exclude the following (incl. the portion related to cost of revenue) Stock based compensation 1.0 - - - - Dep & Amort 11.5 13.8 14.6 15.0 15.2 IPO / SPAC - 3.1 - - - M&A - 0.5 0.5 0.5 0.5 Litigation - 1.2 1.2 1.2 1.2 Non GAAP Operating Income (Adjusted EBITDA) ($14.2) ($20.1) ($9.4) $11.9 $38.3 Adjusted EBITDA (%) (22%) (19%) (7%) 8% 20%
59 Financial Model Summary Note: Totals may not add up due to rounding. (1) Includes one target under LOI; (2) 30% probability weighting applied to pipe lin e acquisitions; （ 3 ） Denotes run - rate revenue which includes revenue acquired during the year of acquisition. (4) Inclusive of completed acquisitions, targets under LOI and in pipeline on a run - rate basis; (5) Only includes a cquisitions through November 30, 2021; does not include transactions closed thereafter or M&A targets under LOI / in pipeline. ($mm, except where noted) FY19A FY20A FY21E FY22E FY23E FY24E 2021-24 CAGR Revenue Organic Current Organic 66 65 71 81 93 112 Completed Deals in 2021 - - 35 45 58 76 Under LOI 1 - - 1 2 3 6 Total $66 $65 $108 $128 $155 $193 21% % growth (1%) 66% 19% 21% 25% Future Acquisitions 2 - - - 45 102 172 Total PF Revenue (inclusive of Acquisitions) 3 $66 $65 $108 $173 $256 $365 50% % growth (1%) 66% 61% 48% 42% Cost of Sales 3,4 $13 $13 $22 $31 $40 $53 34% Total PF Gross Profit (inclusive of Acquisitions) 3 $53 $53 $86 $143 $216 $312 54% % margin 80% 81% 79% 82% 84% 85% Adjusted EBITDA (Organic only) 4,5 ($13) ($14) ($20) ($9) $12 $38 % margin (19%) (22%) (19%) (7%) 8% 20%
60 Quarterly Financials 2019 2020 2021 2020 2021 (in thousands USD) FY Q1 Q2 Q3 Q4 Q1 Q2 Q3 YTD Q2 YTD Q3 FY YTD Q2 YTD Q3 Revenue Subscription and licensing 56,969 14,842 14,773 15,102 15,285 15,532 17,427 20,139 29,615 44,717 60,002 32,959 53,098 Advertising and other 8,901 1,881 1,047 865 1,362 1,817 1,900 1,635 2,928 3,793 5,155 3,717 5,352 Total revenue $65,870 $16,723 $15,820 $15,967 $16,647 $17,349 $19,327 $21,774 $32,543 $48,510 $65,157 $36,676 $58,450 Total cost of revenue 13,193 3,645 3,209 2,957 2,810 3,921 5,331 5,412 6,854 9,811 12,621 9,252 14,664 Research and development 14,810 4,201 3,544 3,559 3,818 5,255 5,983 6,433 7,745 11,304 15,122 11,238 17,671 Sales and marketing 21,817 5,259 5,160 5,193 5,947 6,848 6,956 7,454 10,419 15,612 21,559 13,804 21,258 Editorial 15,367 3,911 3,590 3,428 3,374 3,723 3,458 3,786 7,501 10,929 14,303 7,181 10,967 General and administrative 16,675 4,935 4,640 5,369 5,796 5,767 7,953 11,464 9,575 14,944 20,740 13,720 25,184 Amortization of other intangible assets 7,304 1,834 1,834 1,839 1,838 1,908 2,231 2,512 3,668 5,507 7,345 4,139 6,651 Loss on sublease 5,829 - - - - - 1,362 - - - - 1,362 1,362 Loss on debt extinguishment - - - - 2,433 - - - - - 2,433 - - Total operating expenses 94,995 23,785 21,977 22,345 26,016 27,422 33,274 37,061 45,762 68,107 94,123 60,696 97,757 Operating loss ($29,125) ($7,062) ($6,157) ($6,378) ($9,369) ($10,073) ($13,947) ($15,287) ($13,219) ($19,597) ($28,966) ($24,020) ($39,307) Interest expense, net 22,940 7,424 7,766 7,293 9,346 14,280 15,561 16,261 15,190 22,483 31,829 29,841 46,102 Change in fair value of warrant and derivative liabilities 49 (2,963) (1,759) 563 (4,187) 5,243 7,002 (2,839) (4,722) (4,159) (8,346) 12,245 9,406 Other (income) expense (22) 189 (29) (8) 25 34 109 241 160 152 177 143 384 Net loss before income taxes and loss on equity method investment (52,092) (11,712) (12,135) (14,226) (14,553) (29,630) (36,619) (28,950) (23,847) (38,073) (52,626) (66,249) (95,199) Benefit for income taxes (18,824) 5 (252) 65 (1,253) 11 (5,756) (992) (247) (182) (1,435) (5,745) (6,737) Net loss before loss on equity method investment (33,268) (11,717) (11,883) (14,291) (13,300) (29,641) (30,863) (27,958) (23,600) (37,891) (51,191) (60,504) (88,462) Loss on equity method investment (67) - (81) - - - - - (81) (81) (81) - - Net loss (33,335) (11,717) (11,964) (14,291) (13,300) (29,641) (30,863) (27,958) (23,681) (37,972) (51,272) (60,504) (88,462) Other comprehensive loss, net of tax (35) - (1) 49 43 (45) (133) (368) (1) 48 91 (178) (546) Total comprehensive loss ($33,370) ($11,717) ($11,965) ($14,242) ($13,257) ($29,686) ($30,996) ($28,326) ($23,682) ($37,924) ($51,181) ($60,682) ($89,008) Adjusted EBITDA Net loss (33,335) (11,717) (11,964) (14,291) (13,300) (29,641) (30,863) (27,958) (23,681) (37,972) (51,272) (60,504) (88,462) Benefit from income taxes (18,824) 5 (252) 65 (1,253) 11 (5,756) (992) (247) (182) (1,435) (5,745) (6,737) Depreciation 970 260 282 284 278 281 292 297 542 826 1,104 573 870 Amortization in COS 3,242 1,210 470 683 498 1,210 1,298 1,569 1,680 2,364 2,862 2,508 4,077 Amortization in OPEX 7,304 1,931 1,737 1,839 2,036 1,908 2,231 2,512 3,668 5,507 7,543 4,139 6,651 Interest expense, net 22,940 7,424 7,766 7,293 9,346 14,280 15,561 16,261 15,190 22,483 31,829 29,841 46,102 EBITDA ($17,703) ($887) ($1,961) ($4,127) ($2,395) ($11,951) ($17,237) ($8,311) ($2,848) ($6,974) ($9,369) ($29,188) ($37,499)
61 AAV: Average Account Value is the total ARR at a point in time divided by the number of active accounts ACV : Annual Contract Value on any single account. Some large accounts have multiple contracts within that account, therefore the AC V is the annualized sum of those contracts AI : Artificial intelligence (AI) refers to the simulation of human intelligence in machines that are programmed to think like h uma ns and mimic their actions ARR : Annual Recurring Revenue (ARR) is the value of the contracted recurring revenue components of term subscriptions normalized to a one - year period Booking : A booking refers to when a customer books the Company's products and services and commits to the orders CAC : CAC, or customer acquisition cost, measures the cost related to acquiring a new customer LTM : Referring to period consisting of the previous twelve (12) months LTV : LTV, or lifetime value, measures customer's revenue generated over their entire relationship with a company LTV/CAC : The LTV/CAC ratio compares the value of a customer over their lifetime, compared to the cost of acquiring them ML : Machine learning (ML) is a branch of artificial intelligence and computer science which focuses on the use of data and algo rit hms to imitate the way that humans learn, gradually improving its accuracy NRR : NRR (Net Revenue Retention) is defined as the percentage of subscription revenue retained from existing customers over a de fin ed period of time, including downgrades and reductions, plus expansions PCAOB : The Public Company Accounting Oversight Board (PCAOB) is a nonprofit corporation created by the Sarbanes – Oxley Act of 2002 to oversee the audits of public companies and other issuers in order to protect the interests of investors Pre - money valuation : A pre - money valuation refers to the value of a company before it receives other investments such as external funding or financ ing Rule of 40 : Rule of 40 is a common metric to measure the performance of SaaS companies. If Revenue Growth + EBITDA Margin > 40%, a SaaS co mpanies is deemed competitive YTD : Year to date (YTD) refers to the period of time beginning the first day of the current calendar year or fiscal year up to t he current date Glossary
62 Risks Related to FiscalNote’s Business FiscalNote has recently experienced rapid growth that may not be indicative of future growth, which makes it difficult to forecast its r ev enue and evaluate its business and prospects. If FiscalNote fails to manage its growth effectively, its business, financial condition, results of operations and prospects could be mater ia lly and adversely affected. FiscalNote has a history of net losses, anticipates increasing operating expenses in the future, and may not be able to achieve and, if ac hieved, maintain profitability. FiscalNote generates a significant percentage of its revenues from recurring subscription - based arrangements, and if it is unable to maint ain a high renewal rate, its business, financial condition, results of operations and prospects could be materially and adversely affected. If FiscalNote is unable to attract new customers, retain existing customers, expand its products and services offerings with existing custo me rs, expand into new geographic markets or identify areas of higher growth, its revenue growth and profitability will be harmed. FiscalNote’s efforts to expand its service offerings and to develop and integrate its existing services in order to keep pace with policy, r egulatory, political and technological developments may not succeed. A principal focus of FiscalNote’s business strategy is to grow and expand its business through acquisitions. FiscalNote may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to it from a commercial perspective. FiscalNote may not realize expected business or financial benefits from acquisitions or integrate acquired businesses in an efficient an d effective manner, or such acquisitions could divert management’s attention, increase capital requirements or dilute stockholder value and materially and adversely affect FiscalNote’s business, financial condition, results of operations and prospects. FiscalNote recognizes revenues over the term of the agreements for its subscriptions and, as a result, there is often a lag in realizing t he impact of current sales or cancellations in reported revenues by FiscalNote , and a significant downturn in FiscalNote’s business may not be reflected immediately in its operating results. FiscalNote’s sales cycles are variable, depend upon factors outside its control, and could cause it to expend significant time and resourc es prior to generating revenues. FiscalNote may experience fluctuations in its quarterly and annual operating results. If FiscalNote has overestimated the size of its total addressable market, FiscalNote’s future growth rate may be limited. FiscalNote relies on third parties, including public sources, for data, information and other products and services, and FiscalNote’s relationships with such third parties may not be successful or may change, which could adversely affect its results of operations. If FiscalNote is not able to obtain and maintain accurate, comprehensive, or reliable data, it could experience reduced demand for its prod uc ts and services. FiscalNote’s CQ Roll Call business currently relies on sources of revenues that have been, and likely will continue to be, negatively affe ct ed by digital commerce and media. FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and develop me nt resources. If FiscalNote does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to its products and servi ces , FiscalNote may not be able to compete effectively, and its business, financial condition, results of operations and prospects may be adversely affected. FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and develop me nt resources. If FiscalNote does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to its products and servi ces , FiscalNote may not be able to compete effectively, and its business, financial condition, results of operations and prospects may be adversely affected. Increased accessibility to free or relatively inexpensive information sources that offer comparable value to customers may re duc e demand for FiscalNote’s products and services. Risk Factors
63 If FiscalNote fails to maintain and improve its methods and technologies, or anticipate new methods or technologies, for data collection, o rg anization, and analysis, competing products and services could surpass those of FiscalNote in depth, breadth, or accuracy of its data or in other respects. Larger and more well - funded companies with access to significant resources, large amounts of data or data collection methods, an d sophisticated technologies may shift their business model to become direct competitors to FiscalNote . If FiscalNote fails to protect and maintain its brands, its ability to attract and retain customers will be impaired, its reputation may be h armed, and its business, financial condition, results of operations and prospects may suffer. FiscalNote has a significant portion of its sales to U.S. and foreign government agencies and other highly regulated organizations, whic h are subject to a number of challenges and risks. FiscalNote assists customers in certain legislative and other governmental relations matters, which activities may be deemed to be lobby in g efforts. FiscalNote’s international operations subject it to additional risks that can adversely affect its business, results of operations and fin an cial condition. FiscalNote has significant operations and assets in the UK, Belgium, Australia, South Korea, India, Singapore, and Hong Kong and, as a r es ult, will be subject to risks inherent in doing business in those jurisdictions, which may adversely affect its financial performance and operating results. FiscalNote’s company culture has contributed to its success and if FiscalNote cannot maintain and evolve its culture as it grows, including through acquisition, its business could be materially and adver se ly affected. FiscalNote relies on the performance of highly skilled personnel, including its management and other key employees, and the loss of one or more of such personnel, or of a significant number of team members, could harm its business. If FiscalNote does not effectively maintain and grow its research and development team with top talent, including employees who are trained i n artificial intelligence, machine learning and advanced algorithms, FiscalNote may be unable to continue to improve its artificial intelligence capabilities, and its revenues and other results of operations c oul d be adversely affected. Regulators in the U.S. and other jurisdictions where FiscalNote operates may limit FiscalNote’s ability to develop or implement its proprietary artificial intelligence algorithms and/or may eliminate or restrict the confi de ntiality of its proprietary technology, which could have a material adverse effect on FiscalNote’s financial condition and results of operations. Issues in the use of artificial intelligence (including machine learning) in FiscalNote’s platforms may result in reputational harm or liability. Failure to effectively develop and expand FiscalNote’s marketing and sales capabilities could harm its ability to increase its customer base, expand its engagements with existing c us tomers, and achieve broader market acceptance of its products and services. Any failure to offer high - quality support and professional services for FiscalNote’s customers may harm its relationships with its customers and, consequently, FiscalNote’s business. FiscalNote’s business is subject to numerous legal and regulatory risks that could have an adverse impact on its business. FiscalNote has incurred a significant amount of debt, some of which is secured by substantially all of FiscalNote’s assets, and may in the future incur additional indebtedness. FiscalNote’s payment obligations under such indebtedness may limit the funds available to FiscalNote , and the terms of FiscalNote’s debt agreements may restrict its flexibility in operating its business. FiscalNote is currently and may in the future be involved in legal actions and claims arising in the ordinary course of business. Advers e litigation judgments or settlements resulting from legal proceedings in which FiscalNote may be involved could expose FiscalNote to monetary damages or limit the ability to operate its business. Risk Factors (Cont’d)
64 FiscalNote’s projections and key performance metrics are subject to significant risks, assumptions, estimates and uncertainties. As a resu lt , FiscalNote’s financial and operating results may differ materially from its expectations. FiscalNote’s use of any “open source” software under restrictive licenses could: ( i ) adversely affect FiscalNote’s ability to license and commercialize certain elements of its proprietary code base on the commercial terms of its choosing; (ii) result in a loss of FiscalNote’s trade secrets or other intellectual property rights with respect to certain portions of its proprietary code; and (iii) subje ct FiscalNote to litigation and other disputes. FiscalNote may not be able to adequately obtain, maintain, protect and enforce its proprietary and intellectual property rights in its d at a or technology. FiscalNote may in the future be sued by third parties for various claims including alleged infringement, misappropriation or other viola ti on of proprietary intellectual property rights. FiscalNote is subject to sanctions, anti - corruption, anti - bribery, and similar laws, and non - compliance with such laws can subject FiscalNote to criminal penalties or significant fines and harm its business and reputation. The COVID - 19 pandemic has materially impacted FiscalNote’s operations, is still ongoing, and it or other pandemics or public health threats could adversely affect FiscalNote’s business, financial condition, results of operations and prospects. FiscalNote may be exposed to fluctuations in foreign currency exchange rates that could adversely impact its results of operations. FiscalNote has entered into certain licensing agreements and other strategic relationships with third parties. These agreements and rela ti onships may not continue and FiscalNote may not be successful in entering into other similar agreements and relationships. If FiscalNote fails to maintain its current licensing agreements or establish new relationships, it could result in loss of revenue and har m FiscalNote’s business and financial condition or inability for FiscalNote to use the intellectual property licensed to it by the applicable third party. FiscalNote has identified material weaknesses in its internal control over financial reporting, and its management has concluded that it s disclosure controls and procedures are not effective. While it is working to remediate any material weakness in its internal controls over financial reporting, it cannot assure you that additional material weaknesses wi ll not occur in the future. If its internal control over financial reporting or its disclosure controls and procedures are not effective, it may not be able to accurately report its financial results or prevent fraud, which may cause in vestors to lose confidence in its reported financial information and may lead to a decline in its stock price. As a private company, FiscalNote has not endeavored to establish and/or maintain public company - quality internal control over financial reporting. If it fails t o establish and maintain proper and effective internal control over financial reporting as a public company, its ability to produce accurate and timely financial statements could be impaired, i nve stors may lose confidence in its financial reporting and the trading price of its shares may decline. FiscalNote’s risk management processes and procedures may not be effective. FiscalNote operates in competitive markets and may be adversely affected by this competition. Changes in tax laws or regulations in the various tax jurisdictions to which FiscalNote is subject that are applied adversely to FiscalNote or its customers could increase the costs of FiscalNote’s products and services and harm its business. Risk Factors (Cont’d)
65 Information Technology and Data Risks Cyber - attacks, security, privacy, or data breaches or other security incidents that affect FiscalNote’s networks or systems, or those of its service providers, involving sensitive, personal, classified or confidential information o f FiscalNote or its customers could expose FiscalNote to liability under various laws and regulations across jurisdictions, decrease trust in FiscalNote and its products and services, increase the risk of litigation and governmental investigation, and harm to FiscalNote’s reputation, business, and financial condition. FiscalNote depends on third parties for data, information and other services, and FiscalNote’s ability to serve its customers could be adversely impacted if such third parties fail to fulfill their obligations, if FiscalNote is unable to effectively manage and minimize errors, failures, interruptions or delays caused by third parties or if FiscalNote’s arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all. Technical problems or disruptions affecting customers’ access to FiscalNote’s services, or the software, internal applications, databases, and network systems underlying its services, could damage FiscalNote’s reputation and brands and lead to reduced demand for its products and services, lower revenues, and increased costs. Risk Factors (Cont’d)
66 Risks Related to the Ownership of New FiscalNote’s Class A Common Stock Following the consummation of the Business Combination, only its Co - Founders will be entitled to hold shares of New FiscalNote Class B common stock, which shares will have 10 votes per share. This will limit or preclude other stockholders’ ability to influence the outcome of matters submitted to stockholders for approval, including the electio n o f directors, the approval of certain employee compensation plans, the adoption of amendments to its organizational documents and the approval of any merger, consolidation, sale of all or substantially all of its assets, or ot her major corporate transaction requiring stockholder approval. FiscalNote cannot predict the impact New FiscalNote’s dual class structure may have on the stock price of New FiscalNote’s Class A common stock. New FiscalNote will be a “controlled company” under NASDAQ listing standards, and as a result, its stockholders may not have certain corpora te protections that are available to stockholders of companies that are not controlled companies. There may not be an active trading market for shares of New FiscalNote’s Class A common stock, which may cause shares of New FiscalNote’s Class A common stock to trade at a discount from their initial trading price and make it difficult to sell the shares of Class A common stock you purchase. Sales of a substantial number of New FiscalNote’s Class A common stock in the public market by its existing shareholders could cause New FiscalNote’s share price to decline. FiscalNote’s management team has limited experience managing a public company. FiscalNote will incur increased costs as a result of operating as a public company, and its management will be required to devote substa nt ial time to new compliance initiatives and corporate governance practices. If securities or industry analysts do not publish research or reports about its business, or if they downgrade their recommen dat ions regarding New FiscalNote’s Class A common stock, New FiscalNote’s stock price and trading volume could decline. New FiscalNote may issue preferred stock, the terms of which could adversely affect the voting power or value of New FiscalNote’s Class A common stock. Anti - takeover provisions in New FiscalNote’s organizational documents and Delaware law might discourage or delay acquisition attempts for New FiscalNote that you might consider favorable. New FiscalNote’s certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum fo r certain types of actions and proceedings that may be initiated by its stockholders, which could limit New FiscalNote’s stockholders’ ability to obtain a favorable judicial forum for disputes with New FiscalNote or its directors, officers, employees, or other stockholders. Risk Factors (Cont’d)