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Correspondence 0001193125-23-234338 from FiscalNote Holdings, Inc. (NOTE)

FiscalNote Holdings, Inc.
Date: Sept. 13, 2023 · CIK: 0001823466 · Accession: 0001193125-23-234338

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File numbers found in text: 333-274397

Date
September 13, 2023
Author
/s/ Todd Aman
Form
CORRESP
Company
FiscalNote Holdings, Inc.

Letter

FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

September 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Scott Anderegg

Re: FiscalNote Holdings, Inc.

Registration Statement on Form S-3

(File No. 333-274397)

Acceleration Request

Requested Date: September 15, 2023

Requested Time: 4:00 P.M. Eastern Standard Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, FiscalNote Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Polsinelli PC, by calling Kevin L. Vold at (202) 626-8357.

Sincerely,
FISCALNOTE HOLDINGS, INC.

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CORRESP
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filename1.htm

CORRESP

 FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

 September 13, 2023

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549-3720

 Attention: Scott Anderegg

Re:
 FiscalNote Holdings, Inc.

Registration Statement on Form S-3

(File No. 333-274397)

Acceleration Request

Requested Date: September 15, 2023

Requested Time: 4:00 P.M. Eastern Standard Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, FiscalNote Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Polsinelli PC, by calling Kevin L. Vold at (202) 626-8357.

 Sincerely,

 FISCALNOTE HOLDINGS, INC.

/s/ Todd Aman

 Todd Aman

 Senior Vice President, General Counsel & Secretary

cc:
 Kevin L. Vold, Polsinelli PC

Shashi N. Khiani, Polsinelli PC