SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

180,919,870¹^,²

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

10,312,918¹

SHARED DISPOSITIVE POWER

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

FiscalNote Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

337655 104

(CUSIP Number)

c/o FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor,

Washington, D.C. 20004

(202) 793-5300

Ice Miller LLP

Stephen J. Hackman, Esq. & Pierce H. Han, Esq.

200 Massachusetts Ave NW, Suite 400

Washington, DC 20001

(202) 807-4039

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 9, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 337655 104		Schedule 13D		Page 2 of 6 Pages


1.		NAMES OF REPORTING PERSONS Timothy Hwang
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION USA

Reflects (i) 3,154,977 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), over which Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (the “Hwang Trust”) owns or has the right to acquire sole voting and dispositive power within the next 60 days; (ii) 49,318 shares of Class A Common Stock held by Mr. Hwang directly; and (iii) 7,108,623 shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), held by the Hwang Trust, over which Mr. Hwang has sole voting and dispositive power.

Based on 120,941,702 shares of Class A Common Stock and 8,290,921 shares of Class B Common Stock outstanding as of November 1, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2023. The Class A Common Stock and Class B Common Stock have identical economic rights, but holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to 25 votes per share.


CUSIP No. 337655 104		Schedule 13D		Page 3 of 6 Pages


1.		NAMES OF REPORTING PERSONS Timothy T. Hwang Revocable Trust, originally dated January 10, 2019
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Reflects (i) 3,154,977 shares of Class A Common Stock, over which the Hwang Trust owns or has the right to acquire sole voting and dispositive power within the next 60 days; and (ii) 7,108,623 shares of Class B Common Stock held by the Hwang Trust over which Mr. Hwang has sole voting and dispositive power.


CUSIP No. 337655 104		Schedule 13D		Page 4 of 6 Pages

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends the original statement on Schedule 13D (the “Original Statement”) filed by Timothy Hwang and the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (together, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on August 8, 2022 with respect to shares of the Class A Common Stock and Class B Common Stock of FiscalNote Holdings, Inc., a Delaware Corporation (the “Issuer”), which was subsequently amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the SEC on October 24, 2022. The Original Statement, as amended by Amendment No. 1 and this Amendment No. 2 are collectively referred to herein as the “Schedule 13D”.

The Schedule 13D is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On November 9, 2023, Mr. Hwang held initial discussions with certain senior management members and the Board of Directors (the “Board”) of the Issuer regarding his interest in putting together a consortium to explore a potential go-private transaction. Mr. Hwang has not yet provided any specific proposal, and there can be no assurance that one will be made. As a result, the Board established a special committee of the Board (the “Special Committee”) to evaluate, together with its advisors, any proposal it receives from Mr. Hwang regarding such a transaction, as well as any other transaction proposals that may be submitted to the Issuer. Mr. Hwang has confirmed that he will condition any proposed go-private transaction on approval of the transaction by the Special Committee and a majority of the unaffiliated stockholders of the Issuer. There can be no assurance that the foregoing will result in any transaction or any other strategic change or outcome, or as to the timing of any of the foregoing.

The Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may engage in discussions with the Issuer’s senior management, Board, stockholders and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore material changes to the business plan or capitalization of the Issuer. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The disclosures in this paragraph are not intended to and do not alter the conditions described in the immediately preceding paragraph above.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)	See responses to Items 11 and 13 on each cover page.

(b)	See responses to Items 7, 8, 9 and 10 on each cover page.

(c)

On October 2, 2023, Mr. Hwang entered into a transaction involving the withholding of 43,389 shares of the Issuer’s Class A Common Stock to satisfy Mr. Hwang’s tax obligation in connection with the vesting of 89,832 restricted stock units. On November 1, 2023, Mr. Hwang entered into a transaction involving the withholding of 43,389 shares of the Issuer’s Class A Common Stock to satisfy Mr. Hwang’s tax obligation in connection with the vesting of 89,832 restricted stock units.

Except as set forth in this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Class A Common Stock or Class B Common Stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.

(d)	Not applicable.

(e)	Not applicable.


CUSIP No. 337655 104		Schedule 13D		Page 5 of 6 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference.


CUSIP No. 337655 104		Schedule 13D		Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 17, 2023


By:		/s/ Timothy Hwang
Name:		Timothy Hwang

Timothy T. Hwang Revocable Trust, originally dated January 10, 2019

By:		Timothy Hwang
Name:		Trustee