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United States securities and exchange commission logo
February 2, 2024
Timothy Hwang
Chief Executive Officer
FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, D.C. 20004
Re:FiscalNote Holdings, Inc.
Registration Statement on Form S-3
Filed January 12, 2024
File No. 333-276498
Dear Timothy Hwang:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed January 12, 2024
Item 16. Exhibits and Financial Statement Schedules, page II-2
1.We note your disclosure on the cover page that there is "an aggregate principal amount of
approximately $6.3 million."  However, Footnote (1) in the "Calculation of Filing Fee
Tables" filed as Exhibit 107 indicates that there is "approximately $9.452 million" in
outstanding principal amount of convertible notes. Please revise for consistency.
General
2.With respect to the Co-Pilot Agreement, it does not appear that a completed private
placement has occurred prior to filing this registration statement. Please provide your
analysis explaining how the selling stockholder is irrevocably bound to purchase a set
number of securities for a set purchase price at the time of filing this registration
statement. In your analysis, please consider the guidance set forth in Securities Act

 FirstName LastNameTimothy Hwang
 Comapany NameFiscalNote Holdings, Inc.
 February 2, 2024 Page 2
 FirstName LastName
Timothy Hwang
FiscalNote Holdings, Inc.
February 2, 2024
Page 2
Sections Compliance and Disclosure Interpretations Questions 134.01 and 139.11, address
the following, and any other relevant factors:
•the use of a formula based upon 30-day trailing VWAP at the time of issuance to
determine the number of Partnership Shares to be issued;
•the issuance of Additional Shares if sales of the Partnership Shares and the
Underlying Shares do not generate certain cash proceeds to ERA; and
•the option of ERA to receive a cash payment in lieu of the Partnership Shares under
certain circumstances.
Alternatively, please remove such shares from this registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rebekah Reed at 202-551-5332 or Cara Wirth at 202-551-7127 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shashi Khiani