SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 FiscalNote Holdings, Inc.
 1201 Pennsylvania Avenue NW, 6 th Floor
 Washington, DC 20004 September 8, 2025
 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: Alyssa Wall

 Re:
 FiscalNote Holdings, Inc.
 Registration Statement on Form S-3
 (File No. 333-289803)
 Acceleration Request
 Requested Date: September 10, 2025
 Requested Time: 4:30 P.M. Eastern 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 Shashi N. Khiani at (202) 626-8312.

 Sincerely,

 FISCALNOTE HOLDINGS, INC.

 /s/ Todd Aman

 Todd Aman

 Chief Legal & Administrative Officer

 cc:
 Kevin L. Vold, Polsinelli PC
 Shashi N. Khiani, Polsinelli PC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

Josh Resnik
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 August 22, 2025
 File No. 333-289803
Dear Josh Resnik:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kevin Vold
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 FiscalNote Holdings, Inc.
 1201 Pennsylvania Avenue NW, 6 th Floor
 Washington, DC 20004 June 2, 2025
 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. 333-287565)

  
 Acceleration Request
 Requested Date: June 4, 2025
 Requested Time: 4:30 P.M. Eastern 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 Shashi N. Khiani at (202) 626-8312.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Josh Resnik
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 May 23, 2025
 File No. 333-287565
Dear Josh Resnik:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

 December 2, 2024

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: Rucha Pandit

Re:
 FiscalNote Holdings, Inc.

Registration Statement on Form S-3

(File No. 333-283416)

Acceleration Request

Requested Date: December 4, 2024

Requested Time: 4:30 P.M. Eastern 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 Shashi N. Khiani at (202)
626-8312.

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

December 2, 2024
Todd Aman
General Counsel
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 November 22, 2024
File No. 333-283416
Dear Todd Aman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kevin Vold

CORRESP
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  CORRESP

  July 25, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, NE

  Washington, DC 20549

  Attention:    Blaise Rhodes

                      Angela Lumley

  Re:    FiscalNote Holdings, Inc.

            Form 10-K for Fiscal Year Ended December 31, 2023

            Filed March 15, 2024

            File No. 001-39672

  Ladies and Gentlemen:

      FiscalNote Holdings, Inc. (the “Company,” “we,” and “our”) respectfully submits this response to the comments set forth in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission dated July 18, 2024. For your convenience, we have repeated your comments below in bold italic type before each of our responses.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  Certain Non-GAAP Financial Measures

  Adjusted Gross Profit and Adjusted Gross Margin, page 52

  1.Please reconcile the non-GAAP measure "adjusted gross profit" to the most directly comparable GAAP measure which is a fully-loaded GAAP gross profit that must be presented even if one is not depicted on your statements of operations. In addition, as you are presenting your adjusted gross margin on a percentage basis, please revise your disclosure to include your fully-loaded GAAP gross margin. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. This comment also applies to your Forms 10-Q and Item 2.02 Forms 8-K which present a similar measure.

  The Company respectfully acknowledges the Staff’s comment. The Company will include in future Form 10-K and Form 10-Q filings and Forms 8-K furnished under Item 2.02, GAAP measures of fully-loaded gross profit and gross margin with equal or greater prominence than non-GAAP measures of Adjusted Gross Profit and Adjusted Gross Margin, respectively. To that end, the Company intends to disclose fully-loaded gross profit and gross margin beginning with our Form 10-Q (and corresponding Item 2.02 Form 8-K) for the three and six months ending June 30, 2024 in the following reconciliation:

  Adjusted Gross Profit and Adjusted Gross Profit Margin

  The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented:

    Three Months Ended June 30,

    Six Months Ended June 30,

    (In thousands, except percentages)

    2024

    2023

    2024

    2023

    Total revenues

    $

    XX

    $

    32,842

    $

    XX

    $

    64,371

    Cost of revenues, including amortization of capitalized software development costs and acquired developed technology

    XX

    (9,485

    )

    XX

    (18,422

    )

    Gross Profit

    $

    XX

    $

    23,357

    $

    XX

    $

    45,949

    Gross Profit Margin

    XX

    %

    71

    %

    XX

    %

    71

    %

    Gross Profit

    XX

    23,357

    XX

    45,949

    Amortization of intangible assets

    XX

    3,061

    XX

    5,658

    Adjusted Gross Profit

    $

    XX

    $

    26,418

    $

    XX

    $

    51,607

    Adjusted Gross Profit Margin

    XX

    %

    80

    %

    XX

    %

    80

    %

  If you have any questions regarding this letter, please contact me at jon.slabaugh@fiscalnote.com.

  Sincerely,

  /s/ Jon Slabaugh

  Jon Slabaugh

  Chief Financial Officer

July 25, 2024
Jon Slabaugh
Chief Financial Officer
FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, DC 20004
Re:FiscalNote Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39672
Dear Jon Slabaugh:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

July 18, 2024
Jon Slabaugh
Chief Financial Officer
FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue, N.W.
6th Floor
Washington, DC 20004
Re:FiscalNote Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 15, 2024
File No. 001-39672
Dear Jon Slabaugh:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain Non-GAAP Measures
Adjusted Gross Profit and Adjusted Gross Profit Margin, page 52
1.Please reconcile the non-GAAP measure "adjusted gross profit" to the most directly
comparable GAAP measure which is a fully-loaded GAAP gross profit that must be
presented even if one is not depicted on your statements of operations. In addition, as you
are presenting your adjusted gross margin on a percentage basis, please revise your
disclosure to include your fully-loaded GAAP gross margin. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K. This comment also applies to your Forms 10-Q and Item 2.02 Forms
8-K which present a similar measure.
            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.

July 18, 2024
Page 2
            Please contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

 April 16, 2024

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:
 Rebekah Reed

 
 Cara Wirth

Re:

FiscalNote Holdings, Inc.

Registration Statement on Form S-3

(File No. 333-276498)

Acceleration Request

     Requested Date: April 18, 2024

    Requested Time: 4:30 P.M. Eastern 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 Shashi N. Khiani at (202) 626-8312.

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

CORRESP
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CORRESP

 1401 Eye Street NW, Suite 800, Washington, DC 20005 • (202)
783-3300

February 9, 2024

 Shashi Khiani

 (202) 626-8312

 (202) 379-3543 Fax

skhiani@polsinelli.com

 VIA EDGAR

 Ms. Rebekah Reed

 Ms. Cara Wirth

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:

 FiscalNote Holdings, Inc.

Registration Statement on Form S-3

Filed January 12, 2024

 File No. 333-276498

 Dear Ms. Reed and Ms. Wirth:

On behalf of our client, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), we are submitting this
letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), conveyed by letter dated
February 2, 2024 (the “Comment Letter”), with respect to the above-referenced registration statement on Form S-3 (the “Registration Statement”).
Concurrently with the submission of this response letter, the Company is filing its first amendment to the Registration Statement (the “Amendment No. 1”) via EDGAR. Capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such terms Amendment No. 1.

 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.

 polsinelli.com

 Atlanta  Boston  Chattanooga
 Chicago  Dallas  Denver  Fort Lauderdale  Houston  Kansas City  Los Angeles  Miami  Nashville  New York  Phoenix  Raleigh  St. Louis
 Salt Lake City  San Francisco  Seattle  Silicon Valley  Washington, D.C.  Wilmington

 Polsinelli
PC, Polsinelli LLP in California

 February 9, 2024

  Page
 2

 RESPONSE: The Company acknowledges the Staff’s comment and has revised Footnote
(1) in the “Calculation of Filing Fees Table” filed as Exhibit 107 to reflect approximately $6.3 million as the aggregate principal amount of Convertible Notes. Per our response below to Comment 2 in the Comment Letter, the
Company has further revised Exhibit 107 to remove the Partnership Shares.

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 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.

RESPONSE: The Company acknowledges the Staff’s comment and has removed the 3,150,205 Partnership Shares in Amendment No. 1.

 * * *

 February 9, 2024

  Page
 3

 Should you have any additional questions relating to any of the foregoing, please contact
Shashi Khiani of Polsinelli PC at (202) 626-8312.

Sincerely,

 /s/ Shashi Khiani

 for Polsinelli
PC

cc:

Timothy Hwang, FiscalNote Holdings, Inc.

Todd Aman, FiscalNote Holdings, Inc.

Kevin Vold, Polsinelli PC

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

United States securities and exchange commission logo
November 20, 2023
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 November 14, 2023
File No. 333-275535
Dear Timothy Hwang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shashi Khiani, Esq.

CORRESP
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CORRESP

 FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

 November 20, 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: Jennie Beysolow

Re:
 FiscalNote Holdings, Inc.

Registration Statement on Form S-3

(File No. 333-275535)

Acceleration Request

Requested Date: November 22, 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

CORRESP
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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

United States securities and exchange commission logo
September 12, 2023
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 September 7, 2023
File No. 333-274397
Dear Timothy Hwang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 FiscalNote Holdings, Inc.

1201 Pennsylvania Avenue NW, 6th Floor

Washington, DC 20004

 November 4, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Jennie Beysolow

Ms. Jennifer López Molina

Re:

FiscalNote Holdings, Inc.

        Registration Statement on Form S-1

        File No. 333-267098 (the “Registration Statement”)

 Ms. Beysolow and Ms. López Molina:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, FiscalNote Holdings, Inc. (the “Company”) hereby
requests that the effectiveness of the Registration Statement be accelerated so that the Registration Statement will become effective on November 10, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby
authorizes Brandon Bortner of Paul Hastings LLP to orally modify or withdraw this request for acceleration. As of the date above, there is no managing or principal underwriter for any of the Company’s securities that may be offered pursuant to
the Registration Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement at the time of offering.

Please call Brandon Bortner of Paul Hastings LLP at (202) 551-1840 to provide notice of the effectiveness of the
Registration Statement.

 Very truly yours,

 FISCALNOTE HOLDINGS, INC.

 By:

 /s/ Todd Aman

 Name: Todd Aman

 Title: Senior Vice President, General Counsel & Secretary

cc:

Brandon Bortner, Esq.

Paul Hastings LLP

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CORRESP

 October 26, 2022

VIA EDGAR SUBMISSION

 Ms. Jennie Beysolow

Ms. Jennifer López Molina

 Division of Corporation
Finance

 Office of Trade & Services

U.S. Securities & Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

Re:
 FiscalNote Holdings, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed September 29, 2022

 File No. 333-267098

Ms. Beysolow and Ms. López Molina:

On behalf of our client, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), we are submitting this
letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), conveyed by letter dated
October 24, 2022 (the “Comment Letter”), with respect to the above-referenced registration statement on Form S-1 (the “Amendment
No. 1”).

 For the convenience of the Staff, the numbering of the paragraphs below
corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response.

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

Cover Page

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

 The Company notes the Staff’s comment and advises the Staff
that the referenced Selling Securityholders could be deemed affiliates of the Company by virtue of being or having an affiliation with an executive officer or director of the Company. All such Selling Securityholders

 Paul Hastings
LLP    |    2050 M Street, N.W.    |    Washington, DC 20036

t:  +1.202.551.1700  |  www.paulhastings.com

 October 26, 2022

  Page
 2

held securities in Legacy FiscalNote well in advance of discussions of the Business Combination with the Sponsor, i.e., such Selling Securityholders were either members of Legacy FiscalNote
management or a venture investor in Legacy FiscalNote. As noted in Amendment No. 1, the referenced Selling Securityholders do not include the Sponsor as the Sponsor’s holdings have been disclosed separately in Amendment No. 1. The
Company further advises the Staff that the Business Combination did not include a PIPE and, as a result, none of the referenced Selling Securityholders purchased additional equity in the Company concurrent with the Business Combination.

*    *    *    *    *

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (202)
551-1840.

 We thank you in advance for your assistance.

Sincerely,

 /s/ Brandon Bortner, Esq.

for PAUL HASTINGS LLP

 cc:     Timothy
Hwang, FiscalNote Holdings, Inc.

United States securities and exchange commission logo
October 24, 2022
Timothy Hwang
Chief Executive Officer
FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue, N.W., 6th Floor
Washington, D.C. 20004
Re:FiscalNote Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 29, 2022
File No. 333-267098
Dear Timothy Hwang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed September 29, 2022
Cover Page
1.We note your response to comment 1 that you "did not disclose . . . the specific purchase
price paid by the affiliates of the Company who were investors in Legacy FiscalNote
(other than the Sponsor) for the securities being registered."  Please tell us the nature of
the affiliate status of these additional Selling Securityholders. For example, please clarify
if any of these selling securityholders were PIPE investors.  If so, please disclose the price
that the selling securityholders paid for the securities being registered for resale.

 FirstName LastNameTimothy Hwang
 Comapany NameFiscalNote Holdings, Inc.
 October 24, 2022 Page 2
 FirstName LastName
Timothy Hwang
FiscalNote Holdings, Inc.
October 24, 2022
Page 2
            Please contact Jennie Beysolow at 202-551-8108 or Jennifer López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brandon Bortner, Esq.

CORRESP
1
filename1.htm

CORRESP

 SEPTEMBER 28, 2022

 VIA
EDGAR SUBMISSION

 Mr. Ryan Lichtenfels

Ms. Jennifer López Molina

 Division of Corporation
Finance

 Office of Trade & Services

U.S. Securities & Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

Re:
 FiscalNote Holdings, Inc. Registration Statement on Form S-1
Filed August 26, 2022 File No. 333-267098

 Ladies and Gentlemen:

On behalf of our client, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), we are submitting this
letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), conveyed by letter dated
September 12, 2022 (the “Comment Letter”), with respect to the above-referenced registration statement on Form S-1 (the “Registration Statement”).
Concurrently with the submission of this response letter, the Company is filing its first amendment to the Registration Statement (the “Amendment No. 1”) via EDGAR.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the
text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Amendment No. 1.

Registration Statement on Form S-1 filed August 26, 2022

Prospectus Cover Page, page i

1.
 For each of the shares and warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares and warrants.

 The Company acknowledges the Staff’s comment and has
revised the Registration Statement on the prospectus cover pages and on pages 42 and 43 of Amendment No. 1 to disclose (i) the price paid by the Sponsor and its affiliates for the securities being registered for resale, (ii) that the
affiliates of the Company who were investors in Legacy FiscalNote (other than the Sponsor)

 Paul Hastings LLP  I  2050 M
Street, N.W.  I  Washington, DC 20036

 t: +.202.551 .1700  I  www.paulhastings.com

 September 28, 2022

  Page
 2

purchased their securities being registered at prices significantly below the current trading price of such securities and some received their securities without any consideration (i.e.,
Earnout Shares), (iii) that the Selling Securityholders may potentially make a significant profit with the sale of the securities covered by the prospectus depending on the trading price of the Company’s securities at the time of a sale
and the purchase price of such securities by the applicable Selling Securityholder and (iv) that while the Selling Securityholders may experience a positive rate of return based on the trading price of the Company’s securities, the public
holders of the Company’s securities may not experience a similar rate of return on the securities they purchased due to differences in the applicable purchase price and trading price.

The Company respectfully advises the Staff that the Company did not disclose in the Amendment No. 1 the specific purchase price paid by
the affiliates of the Company who were investors in Legacy FiscalNote (other than the Sponsor) for the securities being registered and the potential profit that each may make upon resale because such disclosure (i) is not prescribed by Item 507
of Regulation S-K promulgated under the Securities Act, (ii) would provide personal and private information about these stockholders in respect of investments they made, which information is not required
by law and has not otherwise been made public, (iii) is not material to investors, and disclosing in the Amendment No. 1 that these stockholders purchased the securities covered by the prospectus at prices significantly below the current
trading price of such securities, and in some cases without any consideration (i.e., Earnout Shares), provides sufficient information to investors and highlights that public securityholders may have acquired their securities at a purchase
price higher than the affiliates of the Company and that, as a result, public securityholders may not experience a similar rate of return as the affiliates of the Company on the securities they purchased and (iv) would be overly burdensome on
the Company given that that it would involve information on approximately 25 holders whose shares are being registered and that such burdens would far outweigh the incremental benefit to investors, if any.

2.
 Disclose the exercise price of the warrants compared to the market price of the underlying securities. If
the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 The Company acknowledges the Staff’s comment and has revised the
Registration Statement on the prospectus cover pages and on pages 1, 9, 44, 47 and 80 of Amendment No. 1.

3.
 We note the significant number of redemptions of your Class A common
stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that certain of the shares being

 September 28, 2022

  Page
 3

registered for resale were purchased by the selling securityholders for prices considerably below the current market price of the Class A common stock. Highlight the significant
negative impact sales of shares on this registration statement could have on the public trading price of the Class A common stock.

The Company acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover pages and on pages 7, 42,
43, 67, 68 and 80 of Amendment No. 1.

 Risk Factors, page 9

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage
that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is roughly at the SPAC IPO price, the private investors have an incentive to sell because they will still
profit on sales because of the lower price that they purchased their shares than the public investors. Please also highlight the negative pressure potential sales of shares could have on the public trading price of the
Class A Ordinary Shares specifically with respect to the potential resulting effects on meeting your Earnout Triggering Events, which we note are $10.50, $12.50, $15.00, $20.00 and $25.00.

 The Company acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover
pages and on pages 42 and 43 of Amendment No. 1.

 Management Discussion and Analysis of Financial Condition and Results of Operations,
page 61

5.
 We note that the projected adjusted revenues for 2021 were $108 million,
as set forth in the unaudited prospective financial information management prepared and provided to the Board, the company’s financial advisors and the SPAC in connection with the evaluation of the Business Combination. We also note that your
actual revenues for the year ended December 31, 2021 was approximately $82.9 million. It appears that you missed your 2021 revenue projection. Please
update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the referenced projected
adjusted revenues for 2021 of $108 million was provided to the DSAC board during November 2021, i.e., prior to the completion of fiscal 2021 (the “Initial Projections”), which projections, as disclosed in the definitive proxy
statement for the Business Combination, were superseded by “Updated Projections” covering the years ended December 31, 2022, 2023 and 2024 after assessment of the results for the year ended December 31, 2021. Additionally, the
Company advises the Staff that, as disclosed in the definitive proxy statement for the Business Combination, the referenced $108 million from the Initial Projections reflected total adjusted revenues, which metric includes contractually
recurring

 September 28, 2022

  Page
 4

revenue as of period end plus non-subscription revenue from the trailing 12 months (as opposed to revenue for the year ended December 31, 2021).

The Company respectfully advises the Staff that the entire section of the Registration Statement under the title of “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” reflects disclosure regarding the Company’s financial position in light of the actual financial results of 2021 (including revenue) and elsewhere the pro forma
impact to liquidity from closing the Business Combination. The “Results of Operations” subsection includes prominent disclosure of the actual revenue for 2021 and “Liquidity and Capital Resources” subsection details the
Company’s cash and liquidity position as of the end of fiscal year 2021 and the period ended June 30, 2021. This disclosure will be further updated for subsequent quarter and fiscal year results in the Company’s future quarterly and
annual reports, respectively.

 Company Overview, page 82

6.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital
resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.

 The Company acknowledges the Staff’s comment and has revised the Registration Statement
on the prospectus cover pages and on pages 80 and 87 of Amendment No. 1.

7.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of
a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that your Sponsor, a beneficial owner of approximately 30% of your
outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.

The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on page 87 of Amendment No. 1.

 General

8.
 Revise your prospectus to disclose the price that each selling securityholder paid for the shares and
warrants being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and other selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, PIPE investors and other selling securityholders may experience a

 September 28, 2022

  Page
 5

positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the
purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

The Company acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover pages and on pages 42 and
43 of Amendment No. 1. The Company also respectfully refers the Staff to the Company’s response to Comment #1 herein.

*  *  *  *  *

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (202)
551-1840.

 We thank you in advance for your assistance.

Sincerely,

 /s/ Brandon Bortner, Esq. for PAUL HASTINGS LLP

 Enclosure

cc:
 Timothy Hwang, FiscalNote Holdings, Inc.

LEGAL_US_E # 165724996.5

United States securities and exchange commission logo
September 12, 2022
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-1
Filed August 26, 2022
File No. 333-267098
Dear Mr. Hwang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 26, 2022
Prospectus Cover Page, page i
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameTimothy Hwang
 Comapany NameFiscalNote Holdings, Inc.
 September 12, 2022 Page 2
 FirstName LastNameTimothy Hwang
FiscalNote Holdings, Inc.
September 12, 2022
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that certain of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A common stock.
Risk Factors, page 9
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is roughly at the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.  Please also highlight the negative pressure potential sales
of shares could have on the public trading price of the Class A Ordinary Shares
specifically with respect to the potential resulting effects on meeting your Earnout
Triggering Events, which we note are $10.50, $12.50, $15.00, $20.00 and $25.00.
Managements Discussion and Analysis of Financial Condition and Results of Operations, page
61
5.We note that the projected adjusted revenues for 2021 were $108 million, as set forth in
the unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the year ended
December 31, 2021 was approximately $82.9 million. It appears that you missed your
2021 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances
Company Overview, page 82
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

 FirstName LastNameTimothy Hwang
 Comapany NameFiscalNote Holdings, Inc.
 September 12, 2022 Page 3
 FirstName LastName
Timothy Hwang
FiscalNote Holdings, Inc.
September 12, 2022
Page 3
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that your Sponsor, a beneficial owner of approximately 30% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the Sponsor, private placement investors, PIPE investors and
other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors, PIPE investors and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
            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 Ryan Lichtenfels at 202-551-4457 or Jennifer López Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brandon Bortner

CORRESP
1
filename1.htm

July 1, 2022

VIA EDGAR

Office of Trade & Service

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Keira Nakada

    Lyn Shenk

    Cara Wirth

    Erin Jaskot

    Re:

    Duddell Street Acquisition Corp.

    Registration Statement on Form S-4

    File No. 333-261483

Request for Effectiveness

Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-261483) filed by Duddell Street Acquisition Corp. (the “Company”) with the U.S.
Securities and Exchange Commission (the “SEC”) on June 30, 2022 (the “Registration Statement”).

The Company hereby requests the Registration Statement
be made effective at 3:00 p.m., Eastern Time, on July 1, 2022, or as soon as possible thereafter, in accordance with Rule 461
promulgated under the Securities Act of 1933, as amended.

Please
contact James C. Lin at +852-2533-3368 (james.lin@davispolk.com) with any questions you may have concerning this letter,
or if you require any additional information. Please notify Mr. Lin when this request for acceleration of effectiveness of the Registration
Statement has been granted.

[Signature Page Follows]

    Very truly yours,

    DUDDELL STREET ACQUISITION CORP.

    By:
    /s/ Manoj Jain

    Name:
    Manoj Jain

    Title:
    Chief Executive Officer

    cc:
    James C. Lin, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

    James C. Lin

    Partner

    +852 2533 3368

    james.lin@davispolk.com

    Davis Polk & Wardwell

    Hong Kong Solicitors

    The Hong Kong Club Building

    3A Chater Road

    Hong Kong

    davispolk.com

    Resident Hong Kong Partners

        Karen Chan **

    Yang Chu **

    James C. Lin *

    Gerhard Radtke *

    Martin Rogers **

        Patrick S. Sinclair *

    Miranda So *

    James Wadham **

    Xuelin Wang *

    Hong Kong Solicitors

    * Also Admitted in New York

    ** Also Admitted in England and Wales

    June 27, 2022

    Re:
    Duddell Street Acquisition Corp.

Amendment No. 6 to Registration Statement on Form S-4

Filed June 22, 2022

File No. 333-261483

Keira Nakada

Lyn Shenk

Cara Wirth

Erin Jaskot

Office of Trade & Service

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

On
behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under
the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 24, 2022 on the
Company’s amendment No. 6 to registration statement on Form S-4 filed on June 22, 2022 (the “Registration Statement Amendment
No. 6”). Concurrently with the submission of this letter, the Company is filling its seventh amendment to the registration statement
on Form S-4 (the “Registration Statement Amendment No. 7”) and certain exhibit via EDGAR to the Commission.

The
Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s
responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 5 where
the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective
meanings ascribed thereto in the Registration Statement Amendment No. 7.

*           *            *            *

Amendment No.6 to Registration
Statement on Form S-4 Filed June 22, 2022

Regulatory Approvals, page
40

1. We note your response to
comment 1.  Please revise to disclose the status of CFIUS Approval and update the Business section to describe the material
effects that compliance with CFIUS had, or may have, on your business.  Please refer to Item 101(c)(2)(i) of Regulation S-K.

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 40
and 224 of the Registration Statement Amendment No. 7 to state that on June 6, 2022, the Company and FiscalNote obtained clearance
(“CFIUS Approval”) from the Committee on Foreign Investment in the United States (“CFIUS” or
the “Committee”) for the Business Combination, including both the equity investments reflected in the Business
Combination as a whole and the Sponsor’s right to name two directors to the post-Business Combination public company board.
The CFIUS Approval was provided without conditions, and neither the process of obtaining, nor the receipt of, the CFIUS Approval had
or is expected to have any material effect on the business of DSAC or New FiscalNote.

    Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

Background of the Business
Combination, page 121

2. We note your response to
comment 2.  Please revise to discuss your and FiscalNote's decision to seek CFIUS approval, including the determination that
FiscalNote is likely a "TID U.S. business" as defined at 31 C.F.R. § 800.248.  Explain your rationale for
determining that CFIUS has jurisdiction over the Business Combination as a “covered investment,” and if different, a
 "covered transaction."  Please revise to disclose any related discussions and negotiations regarding the need for
CFIUS review.  In this light, we note that CFIUS Approval is not a condition to the consummation of the Business Combination.
Please describe any material discussions and negotiations related to this decision and explain why CFIUS Approval was not necessary
to consummate the transaction.  Please disclose whether it is common to waive this condition in light of a pending CFIUS
review.

The Company respectfully acknowledges
the Staff’s comment. As noted in the Company’s response to Comment 1, the Company obtained an unconditional CFIUS Approval
on June 6, 2022, which covered both the Business Combination as a whole and the Sponsor’s acquisition of the right to name two directors
to the post-Business Combination public company board.

The parties to the Business
Combination (the “Parties”) determined that the Business Combination itself is not a “covered control
transaction” because no foreign person will acquire control over the post-Business Combination public company as a result of
the transaction. The Sponsor will control DSAC until the Business Combination is consummated. Following completion of the Business
Combination, FiscalNote’s founders will retain control over New FiscalNote through their ownership of New FiscalNote Class B
common stock. However, the Parties determined that FiscalNote is likely a “TID U.S. business” as defined at 31 C.F.R.
 § 800.248 because FiscalNote holds certain non-public communications data. The Sponsor is a “foreign person,” as
defined in 31 C.F.R. § 800.224 because it is controlled by foreign nationals. As a result, the Parties concluded that the
Sponsor’s right to name two directors to the post-Business Combination public company board, when combined with its
non-controlling equity interest, is a “covered investment,” as defined in 31 C.F.R. § 800.211(b)(2), and is
therefore subject to CFIUS’s jurisdiction.

The foregoing analysis informed
the Parties’ decision not to make CFIUS Approval a condition precedent to the consummation of the Business Combination. Because
the Sponsor’s acquisition of the right to name two directors to the post-Business Combination public company board rendered the
transaction a “covered investment” subject to CFIUS’s jurisdiction, but the Business Combination did not otherwise result
in an acquisition of control or any rights constituting a “covered investment” by a foreign person, the Parties made the Sponsor’s
acquisition of that right contingent on CFIUS Approval, as reflected in Section 9.06 of the Business Combination Agreement. However, the
proposed Business Combination itself was not made subject to CFIUS Approval, because the Parties concluded that absent the Sponsor’s
right to appoint directors, the Business Combination would no longer constitute a “covered investment,” and therefore the
condition requiring CFIUS Approval prior to the appointment of directors provided adequate assurances.

As to the question in Comment
2 above regarding waiver of a condition pending CFIUS Approval, the Company respectfully notes that there was no waiver of any condition
pending CFIUS Approval. Rather, the Business Combination was structured to condition the Sponsor’s exercise of the right to name
two directors to the post-Business Combination public company board on first obtaining CFIUS Approval, and CFIUS Approval has now been
obtained. As noted, the CFIUS Approval was unconditional and covered both the Business Combination as a whole and the Sponsor’s
acquisition of a right to name two directors to the post-Business Combination public company board.

In addition, in response to the
Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 127 and 128 of the Registration
Statement Amendment No. 7 to reflect the foregoing.

    June 27, 2022
    2

3. We note your disclosure
on page 153 that "[CFIUS] clearance was based on the information in the parties’ notice of March 1, 2022 and all subsequent
information provided to the Committee during the process."  Please revise the Background of the Business Combination section
to briefly summarize the subsequent information provided to the Committee during the process and any material discussions or negotiations
surrounding the process.

The Company respectfully acknowledges
the Staff’s comment. In response to written questions issued by the Committee, the Parties provided additional information regarding
the Parties and their respective investors, including various policies and governing documents; the basis for the calculations of ultimate
ownership and voting percentages in various scenarios; the Sponsor and its Affiliates’ investments; and the business operations
of certain FiscalNote subsidiaries.

Other than the submission of
responses to written questions as summarized above, the Company notes that there were no material discussions or negotiations with the
Committee surrounding the process. In response to the Staff’s comment, the Company revised the disclosure on pages 131 and 133 of the
Registration Statement No. 7.

General

4. We note your response to
comment 3.  Please revise your disclosure throughout to discuss and explain how CFIUS Approval applies to the Business Combination.
Where you state that the election of Manoj Jain, as well as the Sponsor's ability to appoint two directors to the Board, "is subject
to CFIUS Approval," please revise to clarify that CFIUS was not specifically approving the ability of Manoj Jain to serve on the
Board, or the Sponsor's right to appoint members to the Board, as we note your disclosure on page 152 that CFIUS reviewed the Business
Combination as a whole.  Please also clarify whether CFIUS will have any involvement with respect to the Sponsor's appointment
of the unidentified individual, and whether CFIUS review could be expanded to consider issues outside of those contained in your
voluntary filing, pursuant to 31 C.F.R. § 800.701(b)(2), or otherwise.

In an appropriate place in
your prospectus, please revise to provide detailed disclosure of, and the risks associated with, the following:

 · CFIUS’ jurisdiction over the Business Combination;

 · whether your Sponsor is controlled by, or has
substantial ties with a non-U.S. person(s), and how this impacted CFIUS' review; and

 · CFIUS' ability to review your company and/or
the Business Combination after it is consummated, pursuant to 31 C.F.R. § 800.701(b)(2), or otherwise.

We note your disclosure that
CFIUS's review and clearance effectively bars subsequent review.  Please clarify whether there are any circumstances under which
CFIUS could revoke the approval and/or conduct a subsequent review, such as a future increase in equity ownership by the Sponsor or any
other changes to the structure of the post-Business Combination company.  If it is possible that the Sponsor may be required to divest
its interest in FiscalNote or the post-Business Combination company, reduce its involvement and limit access to material non-public information
with the post-Business Combination company, or that the Business Combination could be prohibited, retroactively unwound, required to liquidate,
or otherwise, please revise to state as much and disclose the related consequences and risks to investors.

The Company respectfully
acknowledges the Staff’s comment. The Parties determined that FiscalNote is likely a “TID U.S. business,” as
defined at 31 C.F.R. § 800.248, because FiscalNote holds certain non-public communications data. The Sponsor is a
 “foreign person,” as defined in 31 C.F.R. § 800.224, because it is an entity controlled by foreign nationals. As
such, the Parties concluded that the Sponsor’s right to name two directors to the post-Business Combination public company
board, when combined with its non-controlling equity interest, is a “covered investment,” as defined in 31 C.F.R. §
800.211(b)(2), and is therefore subject to CFIUS’s jurisdiction. Because the Sponsor’s acquisition of the right to name
two directors to the post-Business Combination public company board is a “covered investment” subject to CFIUS
jurisdiction, the Parties made the Sponsor’s acquisition of that right contingent on CFIUS Approval as reflected in Section
9.06 of the Business Combination Agreement. As noted in the Company’s responses to Comments 1 and 2, the Company obtained an
unconditional CFIUS Approval on June 6, 2022, covering both the Business Combination as a whole and the Sponsor’s acquisition
of a right to name two directors to the post-Business Combination public company board. As explained in the CFIUS clearance letter
of June 6, 2022, and pursuant to CFIUS’s regulations at 31 C.F.R. § 800.508(d), the Committee advised the parties that “[b]ased
upon its review and investigation, and after full consideration of all relevant national security factors, including the factors
enumerated in subsection (f) of Section 721 [of Title VII of the Defense Production Act, as amended], CFIUS has determined that
there are no unresolved national security concerns. Action under Section 721 with respect to this transaction is
concluded.”

    June 27, 2022
    3

The information that CFIUS reviewed
included the details of the Business Combination, including the Sponsor’s proposed acquisition of a minority of the outstanding
equity of and voting interests in the post-Business Combination public company, and the Sponsor’s intention to appoint Manoj Jain
and a second, unidentified individual to the post-Business Combination public company board. As a result of the unconditional CFIUS Approval,
neither the Company nor the Business Combination nor the Sponsor’s right to appoint two directors to the post-Business Combination
public company board is subject to continuing oversight by or compliance with CFIUS as of June 6, 2022. Under the “Finality of Actions”
provisions in 31 C.F.R. § 800.701(b)(2), the June 6, 2022, CFIUS Approval precludes CFIUS from revoking its clearance or exercising
any further authority over the transaction, unless a party to the transaction “submitted false or misleading material information
to the Committee in connection with the Committee’s consideration of such transaction or omitted material information, including
material documents, from information submitted to the Committee[.]” 31 C.F.R. § 800.501(c)(1)(ii)(B)(1).

Accordingly, because CFIUS has
concluded all action regarding the transaction and, absent a determination that a party submitted false or misleading material information
to, or omitted material information or documents from information submitted to, the Committee during its review, CFIUS cannot revoke its
clearance and is precluded from having any further involvement in any aspect of the Business Combination, including the Sponsor's appointment
of Manoj Jain and the unidentified individual to the post-Business Combination public company board, nor can it impose post-closing conditions
on the Sponsor or FiscalNote as a result of the Business Combination.

CFIUS could exercise further
authority, including conducting a subsequent review, in the event of a new “covered transaction” involving a further equity
investment in New FiscalNote by a foreign person. This could include a circumstance in which the Sponsor acquires a controlling interest
in New FiscalNote. The Sponsor, however, is subject to a standstill such that following the Closing and at any time during which the Sponsor's designees
is on the New FiscalNote Board, and for a subsequent period expiring on the earlier of (i) one year thereafter or (ii) the Sponsor and
its affiliates own less than 2% of the then outstanding shares of New FiscalNote Class A Common Stock, the Sponsor is barred from acquiring
additional equity that would give it a controlling interest in New FiscalNote.

Under CFIUS’s “incremental
acquisitions” provisions in 31 C.F.R.§ 800.305(a), “[a]ny transaction in which a foreign person acquires an additional
interest in, or for wh

United States securities and exchange commission logo
June 24, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed June 22, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2022 letter.
Amendment No. 6 to Registration Statement on Form S-4 Filed June 22, 2022
Regulatory Approvals, page 40
1.We note your response to comment 1.  Please revise to disclose the status of CFIUS
Approval and update the Business section to describe the material effects that compliance
with CFIUS had, or may have, on your business.  Please refer to Item 101(c)(2)(i) of
Regulation S-K.
Background of the Business Combination, page 121
2.We note your response to comment 2.  Please revise to discuss your and FiscalNote's
decision to seek CFIUS approval, including the determination that FiscalNote is likely a

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 June 24, 2022 Page 2
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
June 24, 2022
Page 2
"TID U.S. business" as defined at 31 C.F.R. § 800.248.  Explain your rationale for
determining that CFIUS has jurisdiction over the Business Combination as a “covered
investment,” and if different, a "covered transaction."  Please revise to disclose any related
discussions and negotiations regarding the need for CFIUS review.  In this light, we note
that CFIUS Approval is not a condition to the consummation of the Business
Combination.  Please describe any material discussions and negotiations related to this
decision and explain why CFIUS Approval was not necessary to consummate the
transaction.  Please disclose whether it is common to waive this condition in light of a
pending CFIUS review.
3.We note your disclosure on page 153 that "[CFIUS] clearance was based on the
information in the parties’ notice of March 1, 2022 and all subsequent information
provided to the Committee during the process."  Please revise the Background of the
Business Combination section to briefly summarize the subsequent information provided
to the Committee during the process and any material discussions or negotiations
surrounding the process.
General
4.We note your response to comment 3.  Please revise your disclosure throughout to discuss
and explain how CFIUS Approval applies to the Business Combination. Where you state
that the election of Manoj Jain, as well as the Sponsor's ability to appoint two directors to
the Board, "is subject to CFIUS Approval," please revise to clarify that CFIUS was not
specifically approving the ability of Manoj Jain to serve on the Board, or the Sponsor's
right to appoint members to the Board, as we note your disclosure on page 152 that
CFIUS reviewed the Business Combination as a whole.  Please also clarify whether
CFIUS will have any involvement with respect to the Sponsor's appointment of
the unidentified individual, and whether CFIUS review could be expanded to consider
issues outside of those contained in your voluntary filing, pursuant to 31 C.F.R. §
800.701(b)(2), or otherwise.

In an appropriate place in your prospectus, please revise to provide detailed disclosure of,
and the risks associated with, the following:

•CFIUS’ jurisdiction over the Business Combination;
•whether your Sponsor is controlled by, or has substantial ties with a non-U.S.
person(s), and how this impacted CFIUS' review; and
•CFIUS' ability to review your company and/or the Business Combination  after it is
consummated, pursuant to 31 C.F.R. § 800.701(b)(2), or otherwise.

We note your disclosure that CFIUS's review and clearance effectively bars subsequent
review.  Please clarify whether there are any circumstances under which CFIUS could
revoke the approval and/or conduct a subsequent review, such as a future increase in
equity ownership by the Sponsor or any other changes to the structure of the post-
Business Combination company.  If it is possible that the Sponsor may be required to

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 June 24, 2022 Page 3
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
June 24, 2022
Page 3
divest its interest in FiscalNote or the post-Business Combination company, reduce its
involvement and limit access to material non-public information with the post-Business
Combination company, or that the Business Combination could be prohibited,
retroactively unwound, required to liquidate, or otherwise, please revise to state as much
and disclose the related consequences and risks to investors.
            Please contact Kei Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 for questions
on the financial statements and related matters.  Please contact Cara Wirth at (202) 551-7127 or
Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James C. Lin

CORRESP
1
filename1.htm

James C. Lin

Partner

+852 2533 3368

james.lin@davispolk.com
Davis Polk & Wardwell

Hong Kong Solicitors

The Hong Kong Club Building
 3A Chater Road
 Hong Kong

davispolk.com

Resident Hong Kong Partners

Karen Chan **

Yang Chu **

James C. Lin *

Gerhard Radtke *

Martin Rogers **
Patrick S. Sinclair *

Miranda So *

James Wadham **

Xuelin Wang *

Hong Kong Solicitors

* Also Admitted in New York

** Also Admitted in England and Wales

    June 22, 2022

    Re:
    Duddell Street Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form S-4

    Filed May 23, 2022

    File No. 333-261483

Keira Nakada

Lyn Shenk

Cara Wirth

Erin Jaskot

Office of Trade & Service

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

On
behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under
the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 16, 2022 on
the Company’s amendment No. 5 to registration statement on Form S-4 filed on May 23, 2022 (the “Registration Statement
Amendment No. 5”). Concurrently with the submission of this letter, the Company is filling its sixth amendment to the registration
statement on Form S-4 (the “Registration Statement Amendment No. 6”) and certain exhibit via EDGAR to the Commission.

The
Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s
responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 6 where
the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective
meanings ascribed thereto in the Registration Statement Amendment No. 6.

*            *            *            *

Registration Statement
Amendment No. 5 on Form S-4 Filed May 23, 2022

Regulatory Approvals,
page 40

1. Please
revise to disclose that you are seeking CFIUS Approval and update the Business section to describe the material effects that compliance
with CFIUS may have on your business. Please refer to Item 101(c)(2)(i) of Regulation S-K.

    Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that the Company and FiscalNote obtained approval from the Committee on Foreign Investment in the United States (“CFIUS”
or the “Committee”) on June 6, 2022, without conditions. That clearance was based on the information in the parties’
notice of March 1, 2022 and all subsequent information provided to the Committee during the process, which, collectively, broadly covered
the Business Combination, including both the equity investments reflected in the Business Combination as a whole and the Sponsor’s
acquisition of a contingent right to name two directors to the post-combination FiscalNote board, (Mr. Manoj Jain and the second director
to be named).

As explained in the CFIUS clearance letter, and pursuant to CFIUS’s
regulations at 31 C.F.R. § 800.508(d), the Committee advised the parties that “[b]ased upon its review and investigation,
and after full consideration of all relevant national security factors, including the factors enumerated in subsection (f) of Section
721 [of Title VII of the Defense Production Act, as amended], CFIUS has determined that there are no unresolved national security concerns.
Action under Section 721 with respect to this transaction is concluded.”

Absent CFIUS’s acceptance, review, and clearance of the parties’
voluntary notice, CFIUS would have retained the right subsequently to review and potentially impose restrictions on the transaction.
However, CFIUS’s review and resultant June 6, 2022 clearance effectively bars such subsequent review. Under the “Finality
of Actions” provisions of CFIUS’s regulations, 31 C.F.R. § 800.701(b)(2), the June 6, 2022 clearance letter precludes
the President or the Committee from exercising any further authority under Section 721(d), unless a party to the transaction “submitted
false or misleading material information to the Committee in connection with the Committee’s consideration of such transaction
or omitted material information, including material documents, from information submitted to the Committee[.]” 31 C.F.R. §
800.501(c)(1)(ii).

The Company respectfully advises the Staff that it has revised
the disclosures throughout the Registration Statement Amendment No. 6 to provide information on the CFIUS filing and clearance and
the conditions pursuant to 31 C.F.R. § 800.701(b)(2) under which the President of the United States or the Committee could
exercise further authority under Section 721(d) with respect to any aspect of the Business Combination. Please see pages 152 and
 153 of the Registration Statement Amendment No. 6.

Background of the Business
Combination, page 123

2. Please revise to discuss
your and FiscalNote's decision to seek CFIUS approval and explain your rational for determining that CFIUS has jurisdiction over the
Business Combination as a “covered investment,” and if different, a "covered transaction." Please revise to disclose
any related discussions and negotiations regarding the need for CFIUS review. In this light, we note that CFIUS Approval is not a condition
to the consummation of the Business Combination. Please describe any material discussions and negotiations related to this decision and
explain why CFIUS Approval is not necessary to consummate the transaction. Please also discuss the potential effects on your business
and the Business Combination if you do not receive CFIUS Approval, and disclose whether it is common to waive this condition in light
of a pending CFIUS review.

The Company respectfully refers the Staff to its response to Comment
#1 of this letter.

    June 22, 2022 2

General

3. We note your response
to comment 22 in your letter dated February 14, 2022, where you state that you and FiscalNote determined that CFIUS has jurisdiction
over the Business Combination.  We also note that your definition of CFIUS Approval on page 2 primarily describes the methods of
receiving approval of the transactions in the Agreement and Plan of Merger.  However, references to CFIUS Approval in your prospectus
suggest that CFIUS Approval relates only to the appointment of Manoj Jain as a member of the board of the post-Business Combination company.  Please
tell us why the disclosure throughout suggests that it is the service of Manoj Jain that is subject to prior CFIUS Approval as opposed
to the Business Combination, as the definition of "CFIUS Approval" suggests that CFIUS Approval relates to the Business Combination
itself.  Please clarify whether the review undertaken by CFIUS relates only to the service of Manoj Jain, or if it covers the Business
Combination itself. Please also clarify if the CFIUS review could be expanded to consider issues outside of those contained in your
voluntary filing.

In an appropriate place in
your prospectus, please revise to provide detailed disclosure of, and the risks associated with, the following:

 · CFIUS’
                                            jurisdiction over the Business Combination;

 · whether
                                            your Sponsor is controlled by, or has substantial ties with a non-U.S. person(s), and how
                                            this impacts CFIUS' review;

 · the
                                            CFIUS review process, including the criteria upon which you submitted your voluntary
                                            filing to CFIUS and the criteria CFIUS will use to analyze your application,
                                            if different, and more broadly, the criteria CFIUS will use to review the Business
                                            Combination;

 · CFIUS'
                                            ability to review your company and/or the Business Combination after it is consummated;

 · the
                                            current status and timing of your application (including a summary of any feedback or inquiry
                                            from CFIUS to date); and

 · the
                                            potential consequences to your business (if any), the ability to complete the Business Combination,
                                            and the post-Business Combination company, if you do not receive CFIUS approval.

For example, if it possible
that the Sponsor may be required to divest its interest in FiscalNote or the post-Business Combination Company, reduce its involvement
and limit access to material non-public information with the post-Business Combination company, or that the Business Combination could
be prohibited, retroactively unwound, required to liquidate, or otherwise, please revise to state as much and disclose the
related consequences and risks to investors.

As noted in its response to Comment #1 of this letter, the Company
respectfully advises the Staff that the Company and FiscalNote obtained approval from the CFIUS on June 6, 2022, without conditions,
and that this clearance broadly covered the Business Combination, including both the equity investments reflected in the Business Combination
as a whole and the Sponsor’s acquisition of a contingent right to name two directors to the post-combination FiscalNote board,
(Mr. Manoj Jain and the second director to be named).

As further noted in its response to Comment #1 of this letter,
the Company respectfully advises the Staff that it has revised the disclosures throughout the Registration Statement Amendment No. 6
to provide information on the CFIUS filing and clearance and the conditions pursuant to 31 C.F.R. § 800.701(b)(2) under which
the President of the United States or the Committee could exercise further authority under Section 721(d) with respect to any aspect
of the Business Combination. Please see pages 152 and 153 of the Registration Statement Amendment No. 6.

4. We note your response
to comment 8 and that Fangda Partners has not revised the definition of "PRC" for the purpose of their opinion.
Please revise the definition of PRC to remove the exclusion of the Hong Kong Special Administrative Region, the Macau Special Administrative
Region, and Taiwan. We note that by excluding such regions from the definition of "PRC," the opinion does not cover the Company's
operations in Hong Kong, and the opinion does not opine on the application of any Hong Kong, Macau or Taiwan law that could require prior
approval or permission of the Transactions.

In response to the Staff’s comment, the Company has filed a Hong Kong
legal opinion by Fangda Partners as Exhibit 8.4 of the Registration Statement Amendment No. 6.

*            *
*            *

    June 22, 2022 3

If you have any questions regarding this submission, please contact
James C. Lin at +852-2533-3368 (james.lin@davispolk.com) or Miranda So at +852-2533-3373 (miranda.so@davispolk.com), or
Sabrina He at +86-10-8567-5017 (huiting.he@davispolk.com), or Haiyang Zhao at +852-2533-1026 (haiyang.zhao@davispolk.com).

Thank you for your time and attention.

    Yours sincerely,

    /s/
    James C. Lin

    James C. Lin

    cc:
    Manoj Jain, Chief Executive Officer

    Duddell Street Acquisition Corp.

    Tim Hwang, Chief Executive Officer

    Paul Donnell, Chief Accounting Officer

    FiscalNote Holdings, Inc.

    Brandon J. Bortner, Esq.

    Paul Hastings LLP

    Derek White, CPA, Partner

    Marcum LLP

    Charles Carr, CPA, Partner

    RSM US LLP

    June 22, 2022 4

United States securities and exchange commission logo
June 16, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed May 23, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.  Unless we note
otherwise, any reference to prior comments are to comments in our May 13, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4 Filed May 23, 2022
Regulatory Approvals, page 40
1.Please revise to disclose that you are seeking CFIUS Approval and update the Business
section to describe the material effects that compliance with CFIUS may have on your
business.  Please refer to Item 101(c)(2)(i) of Regulation S-K.
Background of the Business Combination, page 123
2.Please revise to discuss your and FiscalNote's decision to seek CFIUS approval and
explain your rational for determining that CFIUS has jurisdiction over the Business
Combination as a “covered investment,” and if different, a "covered transaction."  Please

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 June 16, 2022 Page 2
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
June 16, 2022
Page 2
revise to disclose any related discussions and negotiations regarding the need for CFIUS
review.  In this light, we note that CFIUS Approval is not a condition to the
consummation of the Business Combination.  Please describe any material discussions
and negotiations related to this decision and explain why CFIUS Approval is not
necessary to consummate the transaction.  Please also discuss the potential effects on your
business and the Business Combination if you do not receive CFIUS Approval, and
disclose whether it is common to waive this condition in light of a pending CFIUS
review.
General
3.We note your response to comment 22 in your letter dated February 14, 2022, where you
state that you and FiscalNote determined that CFIUS has jurisdiction over the Business
Combination.  We also note that your definition of CFIUS Approval on page 2 primarily
describes the methods of receiving approval of the transactions in the Agreement and Plan
of Merger.  However, references to CFIUS Approval in your prospectus suggest that
CFIUS Approval relates only to the appointment of Manoj Jain as a member of the board
of the post-Business Combination company.  Please tell us why the disclosure throughout
suggests that it is the service of Manoj Jain that is subject to prior CFIUS Approval as
opposed to the Business Combination, as the definition of "CFIUS Approval" suggests
that CFIUS Approval relates to the Business Combination itself.  Please clarify whether
the review undertaken by CFIUS relates only to the service of Manoj Jain, or if it covers
the Business Combination itself. Please also clarify if the CFIUS review could be
expanded to consider issues outside of those contained in your voluntary filing.

In an appropriate place in your prospectus, please revise to provide detailed disclosure of,
and the risks associated with, the following:

•CFIUS’ jurisdiction over the Business Combination;
•whether your Sponsor is controlled by, or has substantial ties with a non-U.S.
person(s), and how this impacts CFIUS' review;
•the CFIUS review process, including the criteria upon which you submitted your
voluntary filing to CFIUS and the criteria CFIUS will use to analyze your
application, if different, and more broadly, the criteria CFIUS will use to review
the Business Combination;
•CFIUS' ability to review your company and/or the Business Combination  after it is
consummated;
•the current status and timing of your application (including a summary of any
feedback or inquiry from CFIUS to date); and
•the potential consequences to your business (if any), the ability to complete the
Business Combination, and the post-Business Combination company, if you do not
receive CFIUS approval.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 June 16, 2022 Page 3
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
June 16, 2022
Page 3
For example, if it possible that the Sponsor may be required to divest its interest in
FiscalNote or the post-Business Combination Company, reduce its involvement and limit
access to material non-public information with the post-Business Combination company,
or that the Business Combination could be prohibited, retroactively unwound, required to
liquidate, or otherwise, please revise to state as much and disclose the related
consequences and risks to investors.
4.We note your response to comment 8 and that Fangda Partners has not revised the
definition of "PRC" for the purpose of their opinion.  Please revise the definition of PRC
to remove the exclusion of the Hong Kong Special Administrative Region, the Macau
Special Administrative Region, and Taiwan. We note that by excluding such regions from
the definition of "PRC," the opinion does not cover the Company's operations in Hong
Kong, and the opinion does not opine on the application of any Hong Kong, Macau or
Taiwan law that could require prior approval or permission of the Transactions.
            You may contact Keira Nakada at (202) 551-3659 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James C. Lin

CORRESP
1
filename1.htm

    tm2132074-58_corresp - none - 1.8125188s

      ​

          May 23, 2022

          Re:

          Duddell Street Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 9, 2022
File No. 333-261483

        ​

          Keira Nakada
Lyn Shenk
Cara Wirth
Erin Jaskot

          Office of Trade & Service
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

          Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

          On behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 13, 2022 on the Company’s amendment No. 4 to registration statement on Form S-4 filed on May 9, 2022 (the “Registration Statement Amendment No. 4”). Concurrently with the submission of this letter, the Company is filling its fifth amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 5”) and certain exhibit via EDGAR to the Commission.

          The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 5 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 5.

          *     *     *     *

      ​

          Registration Statement Amendment No. 4 on Form S-4 Filed May 9, 2022

          Background of the Business Combination, page 122

          1. Please revise to disclose how the amount and value of the Bonus Shares and additional earnout tranche were determined. Please disclose any material negotiations or discussions surrounding these determinations.

          In response to the Staff’s comment, the Company has revised the disclosure to address background relating to the discussions and determination of the Bonus Shares provision and the additional earnout tranche. The revised disclosure can be found on page 131 of the Registration Statement Amendment No. 5.

          Certain Projected Financial Information, page 135

          2. We note the Updated Projections included in this section. Please disclose the reasons and rationale for providing different line items than the original projections, including how potential investors can assess the changes from the original projections given the use of different line items. Additionally, please annotate the Updated Projections with footnotes, as appropriate, to explain the adjustments made to the line items and any material assumptions underlying the Updated Projections. Further, in the section titled “DSAC Board Reasons for the Approval of the Business Combination,” please disclose whether the DSAC Board considered the Updated Projections, any circumstances or events that occurred after March 7, 2022, the Bonus Shares and the additional earnout tranche and if so, please disclose whether the DSAC Board continues to recommend the transaction. If the DSAC Board did not consider these items, please revise to state as much and disclose why the DSAC Board continues to recommend the transaction without considering these items.

          The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Updated Projections reflect different line items than the Initial Projections because the Initial Projections were prepared by management of FiscalNote and provided to the DSAC Board at its request for consideration prior to its decision to enter into the Business Combination Agreement on November 7, 2021, whereas the Updated Projections were prepared after completion of FiscalNote’s audit for the year ended December 31, 2021 and for the purposes of marketing a potential PIPE offering to potential third-party institutional PIPE investors. Notably, the Initial Projections were prepared (i) to reflect the estimated impact of pending and potential future acquisitions on FiscalNote’s business and (ii) assuming the execution of FiscalNote’s acquisition strategy over the forecast period specifically for consideration by the DSAC Board in connection with its decision to enter into the Business Combination Agreement. For example, the Initial Projections included “Total Pro Forma Revenue (inclusive of Acquisitions)” and “Total Pro Forma Gross Profit (inclusive of Acquisitions)”, which were intended to model this acquisition strategy in the future (based on stated assumptions) at the request of the DSAC Board and not with a view toward public disclosure. Conversely, the Updated Projections reflect the successful completion of certain acquisition targets during 2021 as described throughout the Registration Statement and were not prepared to model FiscalNote’s acquisition strategy in the future. Accordingly, the Company advises the Staff that the Updated Projections are not, nor were they ever intended to be, directly comparable to the Initial Projections. However, the Company acknowledges the Staff’s question regarding how potential investors can assess the changes between the Initial Projections and Updated Projections and respectfully advises the Staff that, to the extent line items are comparable between the Updated Projections and the Initial Projections, the Company has updated the respective line items in Registration Statement Amendment No. 5 to assist investors with the comparison. The Company further advises the Staff that it has added annotations regarding applicable line item adjustments and material assumptions as requested. Please see pages 137, 138 and 139 of the Registration Statement Amendment No. 5.

          In addition, in response to the Staff’s comment, the Company has revised the disclosure in the section titled “DSAC Board Reasons for the Approval of the Business Combination” on page 132 of the Registration Statement Amendment No. 5.

          2

      ​

          3. We note that your original projections and your Investor Presentation, filed as Exhibit 99.1 to the Form 8-K filed on January 25, 2022, include projected “PF Revenue” through 2024 and the Investor Presentation also includes projected PF Revenue of $400 million for 2025. To the extent that “PF” stands for pro forma, please clearly state this. Please tell us why your Updated Projections do not include PF Revenue and PF Gross Profit and why you do not provide projected financial information for 2025. To the extent that you do not intend to update Total PF Revenue and Total PF Gross Profit, please make this clear in your disclosure and explain why such projections do not need to be updated. Please also tell us why you believe that the Updated Projections reflect FiscalNote’s anticipation of “relatively consistent revenue,” as you state on page 137, and whether this is true for PF Revenue as well.

          The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that “PF” stands for pro forma and that the Company has revised the line item in the Initial Projections to clarify the same as well as included a related clarifying footnote to the Initial Projections on page 137 of the Registration Statement Amendment No. 5. Further, as noted in the Company’s response to Comment 2, the Initial Projections included “Total Pro Forma Revenue (inclusive of Acquisitions)” and “Total Pro Forma Gross Profit (inclusive of Acquisitions)”, which were included to model FiscalNote’s acquisition strategy in the future by assuming a certain number of acquisitions annually, however, FiscalNote does not intend to include these line items in public disclosure on a go-forward basis. Rather, FiscalNote intends to provide guidance consistent with the Updated Projections. In response to the Staff’s comment, the Company has revised the disclosure on page 138 of the Registration Statement Amendment No. 5 to make clear FiscalNote does not intend to update “Total Pro Forma Revenue (inclusive of Acquisitions)” and “Total Pro Forma Gross Profit (inclusive of Acquisitions)” and the basis for the same.

          The Company respectfully advises the Staff that, as noted in footnote (3) to slide 19 of the Investor Presentation, filed as Exhibit 99.1 to the Form 8-K filed on January 25, 2022 (the “Investor Presentation”), 2025 pro forma run-rate revenue of $400 million is a target/goal of FiscalNote’s management based on assumptions regarding of FiscalNote’s acquisition pipeline outside of its projection period, which only extends through December 31, 2024, the related reconciliation of which is set forth on slide 58 of the Investor Presentation. Accordingly, the Company respectfully advises the Staff that it did not provide financial information for the year ending December 31, 2025 because that period was neither included in the Initial Projections nor the Updated Projections nor presented to the DSAC Board in its evaluation of the Business Combination.

          Lastly, the Company respectfully advises the Staff that it has revised the Updated Projections to include revenue line items consistent with the Initial Projections (with the exception of “Total Pro Forma Revenue (inclusive of Acquisitions)”) in order to facilitate investor comparison of revenue between the Initial Projections and Updated Projections. As disclosed on page 138 of the Registration Statement No. 5, the Company advises the Staff that, while FiscalNote has not changed its long-term acquisition strategy, as discussed above, “Total Pro Forma Revenue (inclusive of Acquisitions)” and “Total Pro Forma Gross Profit (inclusive of Acquisitions)” were included in the Initial Projections to model FiscalNote’s acquisition strategy in the future by assuming a certain number of future acquisitions annually and not with a view toward ongoing public disclosure. Accordingly, neither “Total Pro Forma Revenue (inclusive of Acquisitions)” nor “Total Pro Forma Gross Profit (inclusive of Acquisitions)” were included in the Updated Projections.

          4. You state that you determined to update your projections in connection with preparing an updated PIPE presentation in April 2022, yet the updated projections do not include circumstances or events after March 7, 2022. Please explain why the presentation is not updated through April. Please also describe, in an appropriate place in your prospectus, whether the updated projections were presented and if so, to whom, and please explain if this was a written communication made in reliance on Rule 165. If so, please explain why it was not filed in accordance with Rule 425.

          The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that the Updated Projections do not include circumstances or events occurring after March 7, 2022 because, as noted on page 130 of the Registration Statement Amendment No. 5, that is the date on which a draft of the Updated Projections was sent to DSAC’s management and was therefore a necessary cut-off for the Updated Projections and, given FiscalNote management’s visibility into FiscalNote’s financial results for the year ended December 31, 2021 by such date, inclusive of relevant information at that time. The Company

          3

      ​

          advises the Staff that it has revised the disclosure on page 130 of the Registration Statement Amendment No. 5 to clarify that the Updated Projections were made available to potential third party institutional PIPE investors beginning March 11, 2022 and presented during a series of meetings from that date and prior to April 26, 2022, the date FiscalNote and DSAC decided not to proceed with the PIPE financing and instead replace the PIPE with the Debt Financing.

          The Company respectfully advises the Staff that, as noted above, the Updated Projections were presented to potential third party institutional PIPE investors under non-disclosure agreement during a series of meetings in March and April 2022 (but prior to April 26, 2022) (as opposed to existing Company shareholders) and the content of the communication was exclusively aimed at informing an investment decision in a capital-raising transaction (as opposed to a voting decision in the business combination transaction). Accordingly, the Updated Projections, when presented, were not a written communication made in reliance on Rule 165 and, therefore, not filed in accordance with Rule 425.

          New FiscalNote Management After the Business Combination, page 270

          5. We note that Vibha Jain is expected to become the Senior Vice President of People and Diversity, Equality, Inclusion, Belonging and Accessibility following the Business Combination. To the extent that there is any family relationship between Vibha Jain and Manoj Jain, your Chief Executive Officer, please revise to state as much. Refer to Item 401(d) of Regulation S-K. Additionally, to the extent there is a family relationship between Vibha Jain and Manoj Jain, please provide the information required by Item 404(a) of Regulation S-K.

          The Company respectfully advises the Staff that there is no family relationship between Vibha Jain Miller and Manoj Jain. As such, no disclosure is required under Item 401(d) of Regulation S-K or Item 404(a) of Regulation S-K.

          Exercise or Lapse of a DSAC Public Warrant, page 295

          6. Please revise to remove the word “generally” in the statement that a “U.S. Holder generally will not recognize gain or loss upon the acquisition of a DSAC Class A ordinary share on the exercise of a DSAC warrant for cash.”

          In response to the Staff’s comment, the Company has revised the disclosure, which can be found on page 302 of the Registration Statement Amendment No. 5.

          Tax Consequences of the Receipt of Bonus Shares by Non-Redeeming Shareholders of DSAC Ordinary Shares, page 304

          7. We note that the Bonus Shares are to be distributed following the Domestication and immediately prior to the consummation of the Business Combination. As such, please revise your disclosure in this section to clearly identify and articulate the opinion being rendered as to the tax consequences of issuing the Bonus Shares in connection with the Business Combination, and clearly state in both the disclosure and exhibit that this is the opinion of counsel, or tell us why you are not required to do so. To the extent that counsel is issuing a “should” opinion, please also revise to explain why counsel cannot give a “will” opinion and to describe the degree of uncertainty in the opinion. Please also add risk factor disclosure, as appropriate.

          In response to the Staff’s comment, the Company revised the disclosure on pages 25 and 311 of the Registration Statement Amendment No. 5 to state that the receipt of Bonus Shares should not be a taxable transaction. The statement reflects a “should” level of comfort because there are no direct legal authorities that address the U.S. federal income tax consequences of the receipt of the Bonus Shares, and the Company included a statement in the disclosure to that effect. In response to the Staff’s comment, a risk factor was added on page 75 of the Registration Statement Amendment No. 5.

          The introductory language under “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations to DSAC Security Holders” on page 299 of the Registration Statement Amendment No. 5 provides that that the statements in that section, including regarding the receipt of Bonus Shares, constitute the opinion of Davis Polk &

United States securities and exchange commission logo
May 13, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 9, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 Filed May 9, 2022
Background of the Business Combination, page 122
1.Please revise to disclose how the amount and value of the Bonus Shares and additional
earnout tranche were determined.  Please disclose any material negotiations or discussions
surrounding these determinations.
Certain Projected Financial Information, page 135
2.We note the Updated Projections included in this section.  Please disclose the reasons and
rationale for providing different line items than the original projections, including how
potential investors can assess the changes from the original projections given the use of

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 May 13, 2022 Page 2
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
May 13, 2022
Page 2
different line items.  Additionally, please annotate the Updated Projections with footnotes,
as appropriate, to explain the adjustments made to the line items and any material
assumptions underlying the Updated Projections.  Further, in the section titled "DSAC
Board Reasons for the Approval of the Business Combination," please disclose whether
the DSAC Board considered the Updated Projections, any circumstances or events that
occurred after March 7, 2022, the Bonus Shares and the additional earnout tranche and if
so, please disclose whether the DSAC Board continues to recommend the transaction.  If
the DSAC Board did not consider these items, please revise to state as much and disclose
why the DSAC Board continues to recommend the transaction without considering these
items.
3.We note that your original projections and your Investor Presentation, filed as Exhibit
99.1 to the Form 8-K filed on January 25, 2022, include projected "PF Revenue" through
2024 and the Investor Presentation also includes projected PF Revenue of $400 million for
2025.  To the extent that "PF" stands for pro forma, please clearly state this.  Please tell us
why your Updated Projections do not include PF Revenue and PF Gross Profit and why
you do not provide projected financial information for 2025.  To the extent that you do not
intend to update Total PF Revenue and Total PF Gross Profit, please make this clear in
your disclosure and explain why such projections do not need to be updated.  Please also
tell us why you believe that the Updated Projections reflect FiscalNote's anticipation of
"relatively consistent revenue," as you state on page 137, and whether this is true for PF
Revenue as well.
4.You state that you determined to update your projections in connection with preparing an
updated PIPE presentation in April 2022, yet the updated projections do not include
circumstances or events after March 7, 2022.  Please explain why the presentation is not
updated through April.  Please also describe, in an appropriate place in your prospectus,
whether the updated projections were presented and if so, to whom, and please explain if
this was a written communication made in reliance on Rule 165.  If so, please explain why
it was not filed in accordance with Rule 425.
New FiscalNote Management After the Business Combination, page 270
5.We note that Vibha Jain is expected to become the Senior Vice President of People and
Diversity, Equality, Inclusion, Belonging and Accessibility following the Business
Combination.  To the extent that there is any family relationship between Vibha Jain and
Manoj Jain, your Chief Executive Officer, please revise to state as much.  Refer to Item
401(d) of Regulation S-K.  Additionally, to the extent there is a family relationship
between Vibha Jain and Manoj Jain, please provide the information required by Item
404(a) of Regulation S-K.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 May 13, 2022 Page 3
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
May 13, 2022
Page 3
Exercise or Lapse of a DSAC Public Warrant, page 295
6.Please revise to remove the word "generally" in the statement that a "U.S. Holder
generally will not recognize gain or loss upon the acquisition of a DSAC Class A ordinary
share on the exercise of a DSAC warrant for cash."
Tax Consequences of the Receipt of Bonus Shares by Non-Redeeming Shareholders of DSAC
Ordinary Shares, page 304
7.We note that the Bonus Shares are to be distributed following the Domestication and
immediately prior to the consummation of the Business Combination.  As such, please
revise your disclosure in this section to clearly identify and articulate the opinion being
rendered as to the tax consequences of issuing the Bonus Shares in connection with the
Business Combination, and clearly state in both the disclosure and exhibit that this is the
opinion of counsel, or tell us why you are not required to do so.  To the extent that counsel
is issuing a “should” opinion, please also revise to explain why counsel cannot give a
“will” opinion and to describe the degree of uncertainty in the opinion.  Please also add
risk factor disclosure, as appropriate.
Exhibits
8.We note that the opinion provided in Exhibit 8.3 states that "PRC" does not include the
Hong Kong Special Administrative Region, the Macau Special Administrative Region or
Taiwan.  Please revise so that the PRC is defined to include each of these regions.
General
9.Please revise throughout, including on the prospectus cover page and elsewhere that the
Bonus Shares are discussed, to clearly state that the Sponsor, its affiliates and the
Backstop Parties will receive Bonus Shares in the same manner as other non-redeeming
shareholders.  Please explain that such parties have already agreed not to redeem their
shares, and therefore the receipt of Bonus Shares does not incentivize them not to redeem.
Please clearly indicate, and quantify as appropriate, the additional benefit that the
Sponsor, affiliates, and Backstop Parties will receive from the Bonus Shares, and indicate
how it will increase their total holdings following the business combination depending on
the level of redemptions.  Please also disclose, to the extent accurate, that in other SPAC
business combination transactions that have used Bonus Shares, the sponsor and affiliates
generally do not receive such shares.
10.Please ensure that the ownership of the various holders of New FiscalNote following the
closing, as disclosed throughout the prospectus, takes into account the issuance of the
Bonus Shares.  Please also include a separate line in the ownership tables, such as the
table on page 16, which separately shows the Bonus Shares that will be issued to non-
redeeming holders, the sponsor and affiliates, and the Backstop Parties.  Please also
clarify and clearly disclose throughout whether the amount owned by the "Sponsor and

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 May 13, 2022 Page 4
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
May 13, 2022
Page 4
Affiliates" includes the amount that Maso Capital Investments Limited and Blackwell
Partners LLC - Series A and Star V Partners LLC will own pursuant to the Backstop
Agreement.
11.You disclose that FiscalNote could waive the minimum proceeds condition but proceed
with the Business Combination.  You state that such a waiver could materially affect the
business, financial condition and results of operations of New FiscalNote as it will have
less funding available and may be required to significantly curtail or delay various
operations.  Please tell us whether you intend to resolicit shareholder approval if the
minimum proceeds condition is waived.
12.We note your reference throughout to certain beliefs based on "inquiries with your PRC
legal advisor."  Please revise to name the PRC legal advisor and file a consent of the PRC
legal advisor.
            You may contact Keira Nakada at (202) 551-3659 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James C. Lin

CORRESP
1
filename1.htm

    tm2132074-49_corresp - none - 2.0156284s

      ​

          May 9, 2022

          Re:

          Duddell Street Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 18, 2022
File No. 333-261483

        ​

          Keira Nakada
Lyn Shenk
Cara Wirth
Erin Jaskot

          Office of Trade & Service
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

          Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

          On behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 26, 2022 on the Company’s amendment No.3 to registration statement on Form S-4 filed on April 18, 2022 (the “Registration Statement Amendment No.3”). Concurrently with the submission of this letter, the Company is filling its fourth amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 4”) and certain exhibit via EDGAR to the Commission.

          The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 4 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 4.

          *     *     *     *

      ​

          Registration Statement Amendment No.3 on Form S-4 Filed April 18, 2022

          Certain Projected Financial Information, page 129

          1. We note the disclaimers indicating that Fiscal Note, as well as the placement agents, have not warranted the accuracy, reliability, appropriateness or completeness of the FiscalNote Projections to anyone. As these statements imply a disclaimer of responsibility with respect to the projections, please either remove these disclaimers or explain the basis for the ability to disclaim responsibility.

          In response to the Staff’s comment, the Company has revised the disclosure to remove these disclaimers on page 138 of the Registration Statement Amendment No. 4.

          Interests of DSAC’s Directors and Officers and Others in the Business Combination, page 132

          2. We note your revised disclosure in response to comment 11, including that “[t]he Backstop Parties and the Sponsor will benefit from the backstop transactions and the consummation of the Business Combination, which benefits are different from, or in addition to, those available to DSAC shareholders and warrant holders generally.” Please revise to describe the benefits to the Backstop Parties and the Sponsor.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 44, 58, 141 and 152 of the Registration Statement Amendment No. 4.

          Beneficial Ownership of Securities, page 257

          3. Please revise to disclose the natural person(s) who have voting and/or investment control over the shares held by GPO FN Noteholder LLC.

          In response to the Staff’s comment, the Company has revised the disclosure on page 269 of the Registration Statement Amendment No. 4.

          U.S Federal Income Tax Considerations to DSAC Security Holders, page 283

          4. Please remove the language on page 283 stating that this “discussion” is a “summary only,” and remove your disclosure elsewhere stating this is a discussion. Please also remove the disclaimer on page 284 stating that the disclosure is for “informational purposes only,” as investors are entitled to rely on the opinion. See Section III.C.4. of Staff Legal Bulletin No. 19.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 292, 293, 295 and 296 of the Registration Statement Amendment No. 4.

          The Domestication, page 291

          5. Please revise this section to remove the word “generally” in the disclosure stating that U.S. Holders will not recognize taxable gain or loss as a result of the Domestication, as this represents the opinion of counsel. To the extent that counsel is providing a “should” opinion, please revise accordingly.

          In response to the Staff’s comment, the Company has revised the disclosure on page 300 of the Registration Statement Amendment No. 4.

          Characterization of the Business Combination, page 298

          6. Your disclosure indicates that Paul Hastings will issue an opinion “to the effect” that the Business Combination “should” qualify as a reorganization within the meaning of Section 368(a). It is unclear if counsel intends to file a long-form or short-form opinion, but in either case the opinion and the disclosure in the prospectus must be consistent. Please revise your disclosure in this section to clearly identify and articulate the opinion being rendered as to the tax consequences of the Business Combination, and clearly state in both the disclosure and exhibit that this is the opinion of counsel. Please ensure the opinion covers the tax consequences related to qualification of the Business Combination as a reorganization, as the current disclosure simply describes the tax consequences if the merger does or does not qualify. As it appears that counsel is issuing a “should” opinion, please also revise to explain why counsel cannot give a “will” opinion and to describe the degree of uncertainty in the opinion. Please also add risk factor disclosure, as appropriate. Please also remove language stating that this section covers “certain” tax consequences. Refer to Section III of Staff Legal Bulletin 19.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 74, 75, 307, 308 and 309 of the Registration Statement Amendment 4.

          2

      ​

          Audited Consolidated Financial Statements of FiscalNote Holdings, Inc. Note 1. Summary of Business and Significant Accounting Policies Liquidity, page F-31

          7. We note your disclosure that in the event the merger transaction does not close, the Company’s cash flows from operations raise substantial doubt about the Company’s ability to continue as a going concern. You also disclose that with the cash on hand at December 31, 2021, $20.0 million of cash received on March 28, 2022 related to the increase to your Last Out Term Loan (see Note 15), $8,000 available to draw upon related to the 8090 Promissory Note (described further in Note 7), and the consummation of the Business Combination Agreement with DSAC, the Company believes it will have sufficient liquidity to fund operations and capital expenditures for the twelve months subsequent to the issuance of these consolidated financial statements. Please clarify whether substantial doubt was alleviated because management’s plans are probable of being effectively implemented and are probable of mitigating the conditions or events that raised the substantial doubt. Refer to ASC 205-40-50-12 and 13.

          In response to the Staff’s comment, the Company has revised the disclosure on page F-31 of the Registration Statement Amendment No. 4.

          *     *     *     *

          If you have any questions regarding this submission, please contact James C. Lin at +852-2533-3368 (james.lin@davispolk.com) or Miranda So at +852-2533-3373 (miranda.so@davispolk.com), or Sabrina He at +86-10-8567-5017 (huiting.he@davispolk.com), or Haiyang Zhao at +852-2533-1026 (haiyang.zhao@davispolk.com).

          Thank you for your time and attention.

          Yours sincerely,

          /s/ James C. Lin

          ​

          James C. Lin

          cc:

          Manoj Jain, Chief Executive Officer

        ​

          Duddell Street Acquisition Corp.

          Tim Hwang, Chief Executive Officer

          Paul Donnell, Chief Accounting Officer

          FiscalNote Holdings, Inc.

          Brandon J. Bortner, Esq.

          Paul Hastings LLP

          Derek White, CPA, Partner

          Marcum LLP

          Charles Carr, CPA, Partner

          RSM US LLP

          3

United States securities and exchange commission logo
April 26, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 18, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 15, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 Filed April 18, 2022
Certain Projected Financial Information, page 129
1.We note the disclaimers indicating that Fiscal Note, as well as the placement agents, have
not warranted the accuracy, reliability, appropriateness or completeness of the FiscalNote
Projections to anyone.  As these statements imply a disclaimer of responsibility with
respect to the projections, please either remove these disclaimers or explain the basis for
the ability to disclaim responsibility.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 April 26, 2022 Page 2
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
April 26, 2022
Page 2
Interests of DSAC's Directors and Officers and Others in the Business Combination, page 132
2.We note your revised disclosure in response to comment 11, including that "[t]he
Backstop Parties and the Sponsor will benefit from the backstop transactions and the
consummation of the Business Combination, which benefits are different from, or in
addition to, those available to DSAC shareholders and warrant holders generally."  Please
revise to describe the benefits to the Backstop Parties and the Sponsor.
Beneficial Ownership of Securities, page 257
3.Please revise to disclose the natural person(s) who have voting and/or investment control
over the shares held by GPO FN Noteholder LLC.
U.S Federal Income Tax Considerations to DSAC Security Holders, page 283
4.Please remove the language on page 283 stating that this "discussion" is a "summary
only," and remove your disclosure elsewhere stating this this is a discussion.  Please also
remove the disclaimer on page 284 stating that the disclosure is for "informational
purposes only," as investors are entitled to rely on the opinion.  See Section III.C.4. of
Staff Legal Bulletin No. 19.
The Domestication, page 291
5.Please revise this section to remove the word "generally" in the disclosure stating that
U.S. Holders will not recognize taxable gain or loss as a result of the Domestication, as
this represents the opinion of counsel.  To the extent that counsel is providing a "should"
opinion, please revise accordingly.
Characterization of the Business Combination, page 298
6.Your disclosure indicates that Paul Hastings will issue an opinion "to the effect" that the
Business Combination "should" qualify as a reorganization within the meaning of Section
368(a).  It is unclear if counsel intends to file a long-form or short-form opinion, but in
either case the opinion and the disclosure in the prospectus must be consistent.  Please
revise your disclosure in this section to clearly identify and articulate the opinion being
rendered as to the tax consequences of the Business Combination, and clearly state in both
the disclosure and exhibit that this is the opinion of counsel.  Please ensure the opinion
covers the tax consequences related to qualification of the Business Combination as a
reorganization, as the current disclosure simply describes the tax consequences if the
merger does or does not qualify.  As it appears that counsel is issuing a "should" opinion,
please also revise to explain why counsel cannot give a "will" opinion and to describe the
degree of uncertainty in the opinion.  Please also add risk factor disclosure, as
appropriate.  Please also remove language stating that this section covers "certain" tax
consequences.  Refer to Section III of Staff Legal Bulletin 19.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 April 26, 2022 Page 3
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
April 26, 2022
Page 3
Audited Consolidated Financial Statements of FiscalNote Holdings, Inc.
Note 1. Summary of Business and Significant Accounting Policies
Liquidity, page F-31
7.We note your disclosure that in the event the merger transaction does not close, the
Company’s cash flows from operations raise substantial doubt about the Company’s
ability to continue as a going concern.  You also disclose that with the cash on hand at
December 31, 2021, $20.0 million of cash received on March 28, 2022 related to the
increase to your Last Out Term Loan (see Note 15), $8,000 available to draw upon related
to the 8090 Promissory Note (described further in Note 7), and the consummation of the
Business Combination Agreement with DSAC, the Company believes it will have
sufficient liquidity to fund operations and capital expenditures for the twelve months
subsequent to the issuance of these consolidated financial statements.  Please clarify
whether substantial doubt was alleviated because management’s plans are probable of
being effectively implemented and are probable of mitigating the conditions or events that
raised the substantial doubt.  Refer to ASC 205-40-50-12 and 13.
            You may contact Keira Nakada at (202) 551-3659 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James C. Lin

CORRESP
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    tm2132074-45_corresp - none - 1.5937593s

      ​

          April 18, 2022

          Re:

          Duddell Street Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 14, 2022
File No. 333-261483

        ​

          Keira Nakada
Lyn Shenk
Cara Wirth
Erin Jaskot

          Office of Trade & Service
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

          Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

          On behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated March 15, 2022 on the Company’s amendment No.2 to registration statement on Form S-4 filed on February 14, 2022 (the “Registration Statement Amendment No.2”). Concurrently with the submission of this letter, the Company is filling its third amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 3”) and certain exhibit via EDGAR to the Commission.

          The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 3 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 3.

          * * * *

      ​

          Registration Statement Amendment No.2 on Form S-4 Filed February 14, 2022

          Cover Page

          1. We note your amended disclosure in response to comment 1. Please revise to disclose whether your PRC legal advisor gave any comfort with respect to whether DSAC, FiscalNote, or any affiliated entity are required to receive any permissions or approvals from PRC governmental authorities to offer the securities being registered to foreign investors. If so, please tell us whether your PRC counsel intends to file a consent as an exhibit to the Registration Statement. Further, please revise to describe the consequences to you and your investors if, specifically, (i) you inadvertently conclude that such permissions or approvals are not required, or (ii) applicable laws, regulations or interpretations change and you are required to obtain such permissions or approvals in the future.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages of the Registration Statement Amendment No. 3. The Company will file an opinion of its PRC legal counsel and such counsel’s consent as Exhibits 5.2 and 23.4 to the Registration Statement.

          2. We note your amended disclosure in response to comment 3. Please revise to specifically state that where a majority vote is required, Messrs. Hwang and Yao will be able to determine the outcome of the matters submitted to stockholders for approval, as you do on page 101.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages, in the Letter to Shareholders and on pages 17 and 152 of the Registration Statement Amendment No. 3.

          3. We note your amended disclosure in response to comment 4 and we note that the percentages presented on the Cover Page and in the Letter to Shareholders do not tie out to the percentages presented on pages 16 and 17. Please revise. Additionally, we note that on page 16, the chart does not include the warrants. Please revise to include such amounts in chart. We also note that on page 17, footnote 3 states that certain vested and unvested options are not included in the amount. Please revise to include these amounts in the chart.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages, in the Letter to Shareholders and on pages 16, 17 and 18 of the Registration Statement Amendment No. 3.

          What equity stake will current DSAC shareholders and FiscalNote shareholders…, page 15

          4. We note your amended disclosure in response to comment 5. Please add a line item to the chart to note the amounts to be held by the Backstop Parties or amend footnote 2 to the table to clearly state these amounts

          In response to the Staff’s comment, the Company has revised the disclosure on page 16 of the Registration Statement Amendment No. 3.

          PRC Regulatory Matters, page 44

          5. We note your amended disclosure regarding PRC regulatory matters, including your disclosure that you are not required to obtain pre-approval or fulfill any filing and reporting obligations from or to Chinese authorities, including the CSRC or the CAC, to implement the Business Combination or issue securities to China’s foreign investors. Please revise to elaborate on what you mean by “implement the Business Combination” and disclose whether you anticipate any PRC regulatory matters to affect DSAC or the sponsor prior to Domestication, and separately, prior to the Business Combination.

          In response to the Staff’s comment, the Company has revised the disclosure on page 45 of the Registration Statement Amendment No. 3.

          Summary Risk Factors, page 45

          6. We note your amended disclosure in response to comment 8. In your Summary Risk Factors section on page 45, please disclose the risks that being based in Hong Kong poses to investors who will hold shares in the combined company. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. In this section, please acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Specifically address how these risks could impact your ability to successfully complete the Business Combination, as applicable, and whether, and if so how, these risks will apply to the post-Business Combination company.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 46 and 47 of the Registration Statement Amendment No. 3.

          2

      ​

          Risk Factors, page 71

          7. We note that you deleted the Risk Factor titled “The Sponsor, certain DSAC directors and officers have interests in the Business Combination that are different from or are in addition to other DSAC shareholders in recommending shareholder vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.” Please advise.

          The Company respectfully advises the Staff that the risks discussed in the deleted risk factor are covered by the risk factor headed “Directors, officers and initial shareholders of DSAC have potential conflicts of interest in recommending that DSAC’s shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus,” and the Company deleted it to avoid repetitive disclosure.

          8. We note your amended disclosure in response to comment 9. Please revise to specifically state that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your Common Stock. Where you discuss the potential for Hong Kong or China to intervene, please revise to identify the “certain transactions” that may require prior consent of the relevant industry authorities. For example, to the extent that Hong Kong or China may intervene in the Domestication, or any transaction prior to the Domestication, please revise to state as much.

          In response to the Staff’s comments, the Company has revised the disclosure on pages 72 and 73 of the Registration Statement Amendment No. 3.

          9. We note your amended disclosure in response to comment 10 and we reissue it in part. Please disclose whether the Chinese government has any existing ties, affiliations, investments or control over FiscalNote.

          The Company respectfully advises the Staff that it disclosed “[T]he Chinese government does not have any existing ties, affiliations, investments or control over FiscalNote,” which can be found on page 71 of the Registration Statement Amendment No. 3.

          Background of the Business Combination, page 115

          10. We note your amended disclosure in response to comment 15. To the extent that there were material discussions or negotiations surrounding the assumptions to the financial projections, customer retention and the performance of subscription-based recurring revenue during COVID, or composition of the public company board, dual class share structure and incentive structures upon closing of the Business Combination, please revise to state as much.

          In response to the Staff’s comments, the Company has revised the disclosure on pages 118 and 119 of the Registration Statement Amendment No. 3.

          Ancillary Agreements Related to the Business Combination, page 141

          11. We note your amended disclosure in response to comment 21. Please revise to state that holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. Also, please revise your disclosure in the section titled “Interests of DSAC’s Directors and Officers and Others in the Business Combination” to include a description of the Backstop Agreement and the related interests of the Sponsor and funds affiliated with the Sponsor

          In response to the Staff’s comments, the Company has revised the disclosure on pages 42, 133, 143 and 144 of the Registration Statement Amendment No. 3.

          CFIUS Approval, page 155

          12. We note your response to comment 22. Please clearly disclose that the transaction will proceed regardless of the outcome of the CFIUS review, to the extent accurate. Please also supplementally tell us whether Manoj Jain or the other individual subject to CFIUS approval have relationships with any foreign governments.

          The Company respectfully advises the Staff that Manoj Jain does not have relationships with any foreign governments, and has no basis to conclude that the other candidate has relationships with any foreign governments before his or her nomination.

          3

      ​

          In response to the Staff’s comment, the Company has revised the disclosure on page 157 of the Registration Statement Amendment No. 3.

          U.S. Federal Income Tax Considerations, page 276

          13. We note your response to comment 28. Part I.A. Item 4(a)(6) of Form S-4 requires disclosure of the federal income tax consequences of the transaction. Please revise to include a description of the federal income tax consequences of the Business Combination. We also note that holders of FiscalNote will be receiving registered shares of New FiscalNote in connection with the Business Combination, which will result in material tax consequences to such investors. Please revise to file an opinion of counsel with respect to the material tax consequences of the Business Combination. Please refer to Section III of Staff Legal Bulletin 19.

          In response to the Staff’s comment, the Company has revised the disclosure to include a description of the federal income tax consequences of the Business Combination on pages 298 and 299 of the Registration Statement Amendment No. 3.

          In addition, the Company will file an opinion of counsel by amendment with respect to the material tax consequences of the Business Combination as Exhibit 8.2 in the Registration Statement Amendment No.3.

          * * * *

          If you have any questions regarding this submission, please contact James C. Lin at +852-2533-3368 (james.lin@davispolk.com) or Miranda So at +852-2533-3373 (miranda.so@davispolk.com), or Sabrina He at +86-10-8567-5017 (huiting.he@davispolk.com), or Haiyang Zhao at +852-2533-1026 (haiyang.zhao@davispolk.com).

          Thank you for your time and attention.

          Yours sincerely,

          /s/ James C. Lin

          ​

          James C. Lin

          cc:

          Manoj Jain, Chief Executive Officer
Duddell Street Acquisition Corp.

        ​

          Tim Hwang, Chief Executive Officer
Paul Donnell, Chief Accounting Officer
FiscalNote Holdings, Inc.

          Brandon J. Bortner, Esq.
Paul Hastings LLP

          Derek White, CPA, Partner
Marcum LLP

          Charles Carr, CPA, Partner
RSM US LLP

          4

United States securities and exchange commission logo
March 15, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 14, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed February 14, 2022
Cover Page
1.We note your amended disclosure in response to comment 1.  Please revise to disclose
whether your PRC legal advisor gave any comfort with respect to whether DSAC,
FiscalNote, or any affiliated entity are required to receive any permissions or approvals
from PRC governmental authorities to offer the securities being registered to foreign
investors.  If so, please tell us whether your PRC counsel intends to file a consent as an
exhibit to the Registration Statement.  Further, please revise to describe the consequences
to you and your investors if, specifically, (i) you inadvertently conclude that such
permissions or approvals are not required, or (ii) applicable laws, regulations or

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 March 15, 2022 Page 2
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
March 15, 2022
Page 2
interpretations change and you are required to obtain such permissions or approvals in the
future.
2.We note your amended disclosure in response to comment 3.  Please revise to specifically
state that where a majority vote is required, Messrs. Hwang and Yao will be able to
determine the outcome of the matters submitted to stockholders for approval, as you do on
page 101.
3.We note your amended disclosure in response to comment 4 and we note that the
percentages presented on the Cover Page and in the Letter to Shareholders do not tie out
to the percentages presented on pages 16 and 17.  Please revise.  Additionally, we note
that on page 16, the chart does not include the warrants.  Please revise to include such
amounts in chart.  We also note that on page 17, footnote 3 states that certain vested and
unvested options are not included in the amount.  Please revise to include these amounts
in the chart.
"Q: What equity stake will current DSAC shareholders and FiscalNote stockholders ... ", page 15
4.We note your amended disclosure in response to comment 5.  Please add a line item to the
chart to note the amounts to be held by the Backstop Parties or amend footnote 2 to the
table to clearly state these amounts.
PRC Regulatory Matters, page 44
5.We note your amended disclosure regarding PRC regulatory matters, including your
disclosure that you are not required to obtain pre-approval or fulfill any filing and
reporting obligations from or to Chinese authorities, including the CSRC or the CAC, to
implement the Business Combination or issue securities to China's foreign investors.
Please revise to elaborate on what you mean by "implement the Business Combination"
and disclose whether you anticipate any PRC regulatory matters to affect DSAC or the
sponsor prior to Domestication, and separately, prior to the Business Combination.
Summary Risk Factors, page 45
6.We note your amended disclosure in response to comment 8.  In your Summary Risk
Factors section on page 45, please disclose the risks that being based in Hong Kong poses
to investors who will hold shares in the combined company.  In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus.  In this section, please acknowledge
any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline
or be worthless.  Specifically address how these risks could impact your ability to
successfully complete the Business Combination, as applicable, and whether, and if so
how, these risks will apply to the post-Business Combination company.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 March 15, 2022 Page 3
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
March 15, 2022
Page 3
Risk Factors, page 71
7.We note that you deleted the Risk Factor titled "The Sponsor, certain DSAC directors and
officers have interests in the Business Combination that are different from or are in
addition to other DSAC shareholders in recommending shareholder vote in favor of
approval of the Business Combination Proposal and approval of the other proposals
described in this proxy statement/prospectus."  Please advise.
8.We note your amended disclosure in response to comment 9.  Please revise to specifically
state that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of your
Common Stock.  Where you discuss the potential for Hong Kong or China to intervene,
please revise to identify the "certain transactions" that may require prior consent of the
relevant industry authorities.  For example, to the extent that Hong Kong or China may
intervene in the Domestication, or any transaction prior to the Domestication, please
revise to state as much.
9.We note your amended disclosure in response to comment 10 and we reissue it in part.
Please disclose whether the Chinese government has any existing ties, affiliations,
investments or control over FiscalNote.
Background of the Business Combination, page 115
10.We note your amended disclosure in response to comment 15.  To the extent that there
were material discussions or negotiations surrounding the assumptions to the financial
projections, customer retention and the performance of subscription-based recurring
revenue during COVID, or composition of the public company board, dual class share
structure and incentive structures upon closing of the Business Combination, please revise
to state as much.
Ancillary Agreements Related to the Business Combination, page 141
11.We note your amended disclosure in response to comment 21.  Please revise to state that
holders of public shares are not required to affirmatively vote against the Business
Combination Proposal in order to exercise their rights to redeem their shares for a pro rata
portion of the Trust Account.  Also, please revise your disclosure in the section
titled "Interests of DSAC's Directors and Officers and Others in the Business
Combination" to include a description of the Backstop Agreement and the related interests
of the Sponsor and funds affiliated with the Sponsor.
CFIUS Approval, page 155
12.We note your response to comment 22.  Please clearly disclose that the transaction will
proceed regardless of the outcome of the CFIUS review, to the extent accurate. Please also
supplementally tell us whether Manoj Jain or the other individual subject to CFIUS
approval have relationships with any foreign governments.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 March 15, 2022 Page 4
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
March 15, 2022
Page 4
U.S. Federal Income Tax Considerations, page 276
13.We note your response to comment 28.  Part I.A. Item 4(a)(6) of Form S-4 requires
disclosure of the federal income tax consequences of the transaction.  Please revise to
include a description of the federal income tax consequences of the Business
Combination.  We also note that holders of FiscalNote will be receiving registered shares
of New FiscalNote in connection with the Business Combination, which will result in
material tax consequences to such investors. Please revise to file an opinion of counsel
with respect to the material tax consequences of the Business Combination.  Please refer
to Section III of Staff Legal Bulletin 19.
            You may contact Keira Nakada at (202) 551-3659 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James C. Lin

CORRESP
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    tm2132074-34_corresp - none - 1.5312597s

      ​

          February 14, 2022

          Re:

          Duddell Street Acquisition Corp.
Registration Statement on Form S-4
Filed December 3, 2021
File No. 333-261483

        ​

          Keira Nakada
Lyn Shenk
Cara Wirth
Erin Jaskot

          Office of Trade & Service
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

          Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

          On behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under the laws of Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 8, 2022 on the Company’s amendment No.1 to registration statement on Form S-4 filed on January 10, 2022 (the “Registration Statement Amendment No.1”). Concurrently with the submission of this letter, the Company is filling its second amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 2”) and certain exhibit via EDGAR to the Commission.

          The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 2 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 2.

          *      *      *      *

      ​

          Registration Statement Amendment No.1 on Form S-4 Filed January 10, 2022

          Cover Page

          1. We note your revisions in response to comment 2. While you note that laws and regulations of the People’s Republic of China do not currently have any impact on DSAC’s business, financial condition and results of operations, your disclosure in this section does not affirmatively state whether you are required to receive any permissions or approvals from PRC governmental authorities to consummate this transaction and/or offer the securities being registered to foreign investors. You disclose in your Risk Factors section that no permission is required under the Opinions from any PRC governmental authority, including the China Securities Regulatory Commission; however your disclosure regarding approval by the Cyberspace Administration of China (CAC) is less clear. Please revise this section to disclose specifically whether DSAC, FiscalNote, or any affiliated entity are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), CAC or any other governmental agency that is required to consummate the transactions or issue the securities being registered to foreign investors. If any such approval is required, please state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations or interpretations change and you are required to obtain such permissions or approvals. Please make conforming changes elsewhere in your prospectus as appropriate.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages of the Registration Statement Amendment No. 2.

          2. Please disclose the location of the principal executive offices of the company post- Business Combination. Please also disclose prominently on the cover page that, if true, you are not, and will not, undertake an initial business combination with any entity with principal business operations in China, Hong Kong, or Macau. Finally, please confirm whether DSAC’s IPO proceeds are in a trust account located in the U.S.

          In response to the Staff’s comments, the Company has revised the disclosure on the cover page of the Registration Statement Amendment No. 2.

          The Company respectfully confirms that its IPO proceeds are in a trust account located in the U.S., which is maintained by Continental Stock Transfer & Trust Company.

          3. Please revise to indicate the percentage of economic and voting interest that Tim Hwang and Gerald Yao will hold following the closing of the Business Combination. Please clearly indicate that Tim Hwang and Gerald Yao will be able to control all matters requiring stockholder or board approval, and provide examples of such matter. Please provide similar disclosure elsewhere that you discuss the ownership of Class B holders, and clearly state that the Class B holders are Tim Hwang and Gerald Yao.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages, in the Letter to Shareholders and on pages 16, 17, 101 and 150 of the Registration Statement Amendment No. 2.

          4. Please revise here and in the Letter to Shareholders to clearly state the economic and voting interests that will be held by the DSAC public shareholders, the Class A FiscalNote holders, the Class B FiscalNote holders, the Sponsor (including backstop shares), and the PIPE investors following completion of the Business Combination. Please include total potential ownership interest in the combined company, assuming exercise and conversion of all securities, such as the private placement warrants. Please also revise the diagram on page 33 to separately present the ownership interest for each category of holders. Please include similar disclosure elsewhere in your filing as appropriate.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages, in the Letter to Shareholders and on pages 15, 16, and 33 of the Registration Statement Amendment No. 2.

          2

      ​

          What equity stake will current DSAC shareholders and FiscalNote shareholders…, page 15

          5. We note your response to comment 4. Please revise the sensitivity analysis to show the potential impact based on an interim redemption level. While you note that the Backstop Agreement means that the amount in the trust account will remain the same, the number of shares owned by non-redeeming shareholders will change depending on the redemption level. Please also disclose the percentage held by the sponsor affiliate(s) who may purchase shares under the Backstop Agreement. Please also disclose total potential ownership here, and elsewhere that such ownership information is presented, assuming exercise and conversion of all securities.

          In response to the Staff’s comment, the Company has revised the disclosure on the cover pages, in the Letter to Shareholders and on pages 15, 16, 17, 33, 230 and 231 of the Registration Statement Amendment No. 2.

          6. We note your response to comment 14 that underwriting fees remain constant and are not subject to redemption or backstop purchase adjustments. Given that such fees are constant, please disclose, on a percentage basis, what the effective underwriting fee is based on various levels of redemption. Specifically, disclose the underwriting fee as a percentage of proceeds raised in the IPO based on no redemptions, an interim level of redemptions, or maximum redemptions. Your calculations should not take into account the Backstop Agreement.

          The Company acknowledges that IPO underwriting fees as a percentage of post-business combination cash in trust could be material to investors to the extent minimum cash is materially less than a SPAC’s IPO proceeds, especially when a minimum cash requirement is waived by a target. However, the Company respectfully advises the Staff that it does not believe underwriting fees as a percentage of the proceeds raised in its IPO at various redemption levels (e.g., no redemption, interim redemption and maximum redemption) is a relevant disclosure to its investors. As a result of the Backstop Agreement ensuring no less than $175 million in trust post-business combination, IPO underwriting fees as a percentage of anything less than $175 million cash in trust sets forth a contractually impossible hypothetical scenario that could only serve to potentially mislead the Company’s public investors. The Company respectfully acknowledges that cash in trust and beneficial ownership post-business combination, which are disclosed throughout Registration Statement Amendment No. 2, are material data points in connection with an investment decision related to the proposed Business Combination. Accordingly, the Company respectfully submits that the current disclosure in Registration Statement Amendment No. 2 appropriately discloses the pro forma cash metrics and beneficial ownership detail material to investors and advises that Staff that disclosing deferred underwriting fees as a percentage of hypothetical minimum cash in trust post-business combination could only serve to present a potentially misleading characterization of pro forma cash balance and point of confusion for its investors.

          Summary of the Proxy Statement/Prospectus, page 31

          7. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

          In response to the Staff’s comments, the Company respectfully advises that neither of DSAC’s auditor Marcum LLP or FiscalNote’s auditor RSM US LLP is subject to the determinations announced by the PCAOB on December 16, 2021. Both of Marcum LLP and RSM US LLP are PCAOB registered firms and subject to all respective inspections of PCAOB, thus we do not expect the Holding Foreign Companies Accountable Act and related regulations will affect us. In response to the Staff’s comment, the Company has revised the disclosure page 45 of the Registration Statement Amendment No. 2.

          3

      ​

          8. We note your amended disclosure in response to comment 9 and we reissue it. In your summary of risk factors, disclose the risks that being based in Hong Kong poses to investors who will hold shares in the combined company. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your common stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Specifically address how these risks could impact your ability to successfully complete the Business Combination, as applicable, and whether, and if so how, these risks will apply to the post-Business Combination company.

          In response to the Staff’s comment, the Company has revised the disclosure pages 44 and 45 of the Registration Statement Amendment No. 2.

          Risk Factors, page 70

          9. We note your amended disclosure in response to comment 16. Please revise to specifically state that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your Common Stock. Also, we note your statement that “[a]ny such action, once taken by the PRC government towards a company with Hong Kong nexus as DSAC locates in Hong Kong, even if FiscalNote does not have any substantive operations in mainland China, could significantly limit or completely hinder our ability to consummate the Business Combination or New FiscalNote’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.” ​(Emphasis added). Please revise to state whether FiscalNote has any substantive operations in Hong Kong and remove your reference to “or in extreme cases,” as indicated above. Please provide specific disclosure regarding the risk that the PRC government could hinder your ability to consummate the Business Combination, including the ways in which the PRC government could do so and the efforts or inquiries you have made to mitigate such potential risks.

          In response to the Staff’s comments, the Company has revised the disclosure pages 71 and 72 of the Registration Statement Amendment No. 2.

          10. We note your amended disclosure in response to comment 17, including that New FiscalNote’s operations could be influenced by China’s government. Specifically, we note your statement that “[i]f any or all of the foregoing were to occur, it could lead to a material adverse change in our operations and limit or hinder New FiscalNote’s ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of New FiscalNote’s shares to significantly decline or become worthless.” Please provide additional information on the Chinese government’s influence on New FiscalNote, including the specific ways in which it could influence New FiscalNote’s operations or cause the value of its shares to significantly decline or become worthless. Please also clarify whether the Chinese government has any existing ties, affiliations, investments or control over FiscalNote.

          In response to the Staff’s comments, the Company has revised the disclosure page 72 of the Registration Statement Amendment No. 2.

          We have significant operations and assets in…, page 87

          11. In your response to comment 29, you note that FiscalNote’s revenues in Asia, including Hong Kong or China, are not material. In light of your response, please tell us what “significant operations and assets” are located in Hong Kong, as stated in this risk factor.

          The Company advises the Staff that it has revised the disclosure on page 85 of Amendment No. 2 to clarify that it has material international operations without indicating that it has significant operations in countries, which, individually, are insignificant.

          4

      ​

          “FiscalNote has incurred a significant amount of debt … ”, page 90

          12. We note your amended disclosure in response to comment 20. Please disclose which of the outstanding debt you intend to repay at the closing of the Business Combination.

          The Company respectfully advises the Staff that on the Closing Date, the Company expects to repay all outstanding principal, accrued interest, and prepayment fees (as applicable) related to the Last Out Term Loan and Seller Term Loans, as well as $50.0 million related to the senior secured promissory note. As of September 30, 2021, this amount was approximately $121.5 million, as reflected in Notes 3(h), 3(i), 3(k), and 3(n) of the Unaudited Pro Forma Condensed Combined Balance Sheet in Amendment

United States securities and exchange commission logo
February 8, 2022
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 10, 2022
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed January 10, 2022
Cover Page
1.We note your revisions in response to comment 2.  While you note that laws and
regulations of the People's Republic of China do not currently have any impact on DSAC's
business, financial condition and results of operations, your disclosure in this section does
not affirmatively state whether you are required to receive any permissions or approvals
from PRC governmental authorities to consummate this transaction and/or offer the
securities being registered to foreign investors. You disclose in your Risk Factors section
that no permission is required under the Opinions from any PRC governmental authority,
including the China Securities Regulatory Commission; however your disclosure

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 February 8, 2022 Page 2
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
February 8, 2022
Page 2
regarding approval by the Cyberspace Administration of China (CAC) is less clear.
Please revise this section to disclose specifically whether DSAC, FiscalNote, or any
affiliated entity are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), CAC or any other governmental agency that is required
to consummate the transactions or issue the securities being registered to foreign
investors.  If any such approval is required, please state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.  Please also describe the consequences to you and your investors if you
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations or
interpretations change and you are required to obtain such permissions or approvals.
Please make conforming changes elsewhere in your prospectus as appropriate.
2.Please disclose the location of the principal executive offices of the company post-
Business Combination.  Please also disclose prominently on the cover page that, if true,
you are not, and will not, undertake an initial business combination with any entity with
principal business operations in China, Hong Kong, or Macau.  Finally, please confirm
whether DSAC's IPO proceeds are in a trust account located in the U.S.
3.Please revise to indicate the percentage of economic and voting interest that Tim Hwang
and Gerald Yao will hold following the closing of the Business Combination.  Please
clearly indicate that Tim Hwang and Gerald Yao will be able to control all matters
requiring stockholder or board approval, and provide examples of such matter.  Please
provide similar disclosure elsewhere that you discuss the ownership of Class B holders,
and clearly state that the Class B holders are Tim Hwang and Gerald Yao.
4.Please revise here and in the Letter to Shareholders to clearly state the economic and
voting interests that will be held by the DSAC public shareholders, the Class A FiscalNote
holders, the Class B FiscalNote holders, the Sponsor (including backstop shares), and the
PIPE investors following completion of the Business Combination.  Please include total
potential ownership interest in the combined company, assuming exercise and conversion
of all securities, such as the private placement warrants.  Please also revise the diagram on
page 33 to separately present the ownership interest for each category of holders.  Please
include similar disclosure elsewhere in your filing as appropriate.
What equity stake will current DSAC shareholders and FiscalNote shareholders..., page 15
5.We note your response to comment 4.  Please revise the sensitivity analysis to show the
potential impact based on an interim redemption level.  While you note that the Backstop
Agreement means that the amount in the trust account will remain the same, the number
of shares owned by non-redeeming shareholders will change depending on the redemption
level.  Please also disclose the percentage held by the sponsor affiliate(s) who may
purchase shares under the Backstop Agreement.  Please also disclose total potential
ownership here, and elsewhere that such ownership information is presented, assuming
exercise and conversion of all securities.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 February 8, 2022 Page 3
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
February 8, 2022
Page 3
6.We note your response to comment 14 that underwriting fees remain constant and are not
subject to redemption or backstop purchase adjustments.  Given that such fees are
constant, please disclose, on a percentage basis, what the effective underwriting fee is
based on various levels of redemption.  Specifically, disclose the underwriting fee as a
percentage of proceeds raised in the IPO based on no redemptions, an interim level of
redemptions, or maximum redemptions.  Your calculations should not take into account
the Backstop Agreement.
Summary of the Proxy Statement/Prospectus, page 31
7.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
8.We note your amended disclosure in response to comment 9 and we reissue it.  In your
summary of risk factors, disclose the risks that being based in Hong Kong poses to
investors who will hold shares in the combined company.  In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus.  For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your common stock.  Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Specifically address how these risks could impact your ability to successfully complete
the Business Combination, as applicable, and whether, and if so how, these risks will
apply to the post-Business Combination company.
Risk Factors, page 70
9.We note your amended disclosure in response to comment 16.  Please revise to
specifically state that the Chinese government may intervene or influence your operations
at any time, which could result in a material change in your operations and/or the value of
your Common Stock.  Also, we note your statement that "[a]ny such action, once taken by
the PRC government towards a company with Hong Kong nexus as DSAC locates in
Hong Kong, even if FiscalNote does not have any substantive operations in mainland
China, could significantly limit or completely hinder our ability to consummate the
Business Combination or New FiscalNote’s ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or in extreme
cases, become worthless." (Emphasis added).  Please revise to state whether FiscalNote

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 February 8, 2022 Page 4
 FirstName LastNameManoj Jain
Duddell Street Acquisition Corp.
February 8, 2022
Page 4
has any substantive operations in Hong Kong and remove your reference to "or in
extreme cases," as indicated above.  Please provide specific disclosure regarding the risk
that the PRC government could hinder your ability to consummate the Business
Combination, including the ways in which the PRC government could do so and the
efforts or inquiries you have made to mitigate such potential risks.
10.We note your amended disclosure in response to comment 17, including that New
FiscalNote's operations could be influenced by China's government.  Specifically, we note
your statement that "[i]f any or all of the foregoing were to occur, it could lead to a
material adverse change in our operations and limit or hinder New FiscalNote’s ability to
offer securities to overseas investors or remain listed in the U.S., which could cause the
value of New FiscalNote’s shares to significantly decline or become worthless."  Please
provide additional information on the Chinese government's influence on New FiscalNote,
including the specific ways in which it could influence New FiscalNote's operations or
cause the value of its shares to significantly decline or become worthless.  Please also
clarify whether the Chinese government has any existing ties, affiliations, investments or
control over FiscalNote.
We have significant operations and assets in..., page 87
11.In your response to comment 29, you note that FiscalNote's revenues in Asia, including
Hong Kong or China, are not material.  In light of your response, please tell us what
"significant operations and assets" are located in Hong Kong, as stated in this risk factor.
"FiscalNote has incurred a significant amount of debt ... ", page 90
12.We note your amended disclosure in response to comment 20.  Please disclose which of
the outstanding debt you intend to repay at the closing of the Business Combination.
Background of the Business Combination, page 117
13.We note your amended disclosure in response to comment 23.  Please disclose
information relating to the comparable precedent transactions between 2018 and March
2021, including identifying the transactions and the data from the transactions were used
in determining the earnout consideration.
14.We note your response to comment 25 and your amended disclosure on page 123
regarding Citi's role in preparing presentation materials.  Please supplementally explain
why the report provided by Citi is not materially related to the transaction. It is unclear
from your response why the fact that the valuation of FiscalNote was analyzed and
determined by DSAC’s management and reviewed and approved by the DSAC Board
before execution of the Business Combination Agreement means that the Citi report is not
material.  Alternatively, please provide the information required by Item 1015(b) of
Regulation M-A, and file any written materials, as well as the consent of the outside
party, as exhibits, or explain in further detail why you are not required to do so.  Please
refer to Item 4(b) of Form S-4.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 February 8, 2022 Page 5
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
February 8, 2022
Page 5
15.We note your amended disclosure in response to comment 24.  While you list the topics
discussed, it is unclear what about these particular topics was discussed, how issues were
resolved, and how this impacted the transaction. As one example, you note that DSAC
expressed its preference or an optimal capital structure and discussed with FiscalNote
what the optimal amount of debt would be, but the specifics of the optimal amount of debt
are not disclosed.  Similarly, it's unclear what FiscalNote presented about the financial
projection assumptions. Please revise accordingly.
DSAC Board Reasons for the Approval of the Business Combination, page 124
16.We note your amended disclosure in response to comment 28.  Please revise to
specifically state whether the DSAC Board considered the consideration to be offered in
the Business Combination in evaluating and recommending the Business Combination.
To the extent that the DSAC Board did evaluate the consideration, please revise to state as
much and disclose whether the DSAC Board considered the transaction to be fair.  To the
extent the DSAC Board did not evaluate the consideration, please revise to state as much
and disclose whether the DSAC Board continues to recommend the Business
Combination.
17.We note your response to comment 30 and we reissue it.  Please revise your Background
of the Business Combination section to include any material discussions relating to these
factors, such as FiscalNote’s geographic locations, operations, and customer base.
Financial Analysis, page 126
18.We note your amended disclosure in response to comment 33 and we reissue it in part.
Please revise to include the additional analyses and projections that are included in the
Investor Presentation in the registration statement.
Selected Public Company Analysis, page 127
19.We note your amended disclosure in response to comment 31.  Please revise to explain the
methodology for determining the Revenue Estimates for 2021-2023 for the selected public
companies.
Conflicts of Interest, page 134
20.We note your amended disclosure in response to comment 58.  Please revise to include
the table summarizing the entities to which your officers and directors currently have
fiduciary duties or contractual obligations.

 FirstName LastNameManoj Jain
 Comapany NameDuddell Street Acquisition Corp.
 February 8, 2022 Page 6
 FirstName LastName
Manoj Jain
Duddell Street Acquisition Corp.
February 8, 2022
Page 6
Ancillary Agreements Related to the Business Combination
Backstop Agreement, page 142
21.We note your description of the Backstop Agreement.  Please revise here, and elsewhere
throughout your prospectus as appropriate, to disclose:

•who the certain affiliates of the sponsor are who entered into the Backstop
Agreement;
•how the sponsor and its affiliates benefit from the Backstop Agreement. For
example, disclose that the public stockholders currently hold a collective 10.6% of
your shares may vote against the Business Combination and redeem their shares, but
despite this, the Business Combination could still be approved and there would be a
sufficient amount of cash in the SPAC's trust account following the public
shareholders' redemptions; and
•whether and to what extent the parties to the Backstop Agreement have additional
interests in the Business Combination.

Please also revise your Risk Factors, as appropriate, and file the Backstop Agreement as
an exhibit.
CFIUS Approval, page 154
22.Please disclose the reason why CFIUS approval is needed for Manoj Jain and an
additional director to serve on the New FiscalNote Board.
Business of FiscalNote, page 200
23.We note your response to comment 40.  P

CORRESP
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    tm2132074-28_corresp - none - 1.9062489s

      ​

          January 10, 2022

          Re:

          Duddell Street Acquisition Corp.
Registration Statement on Form S-4
Filed December 3, 2021
File No. 333-261483

        ​

          Keira Nakada
Lyn Shenk
Cara Wirth
Erin Jaskot

          Office of Trade & Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

          Dear Keira Nakada, Lyn Shenk, Cara Wirth and Erin Jaskot:

          On behalf of Duddell Street Acquisition Corp. (the “Company” or “DSAC”), a company incorporated under the laws of the Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 30, 2021 on the Company’s registration statement on Form S-4 filed on December 3, 2021 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its first amendment to the registration statement on Form S-4 (the “Registration Statement Amendment No. 1”) and certain exhibits via EDGAR to the Commission.

          The Company has responded to all of the Staff’s comments. The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments. We have included page numbers to refer to the location in the Registration Statement Amendment No. 1 where the disclosure addressing a particular comment appears. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Registration Statement Amendment No. 1.

          *      *      *      *

      ​

          Registration Statement on Form S-4 Filed December 3, 2021

          Cover Page

          1. Please disclose the amount and method for calculating the “Company Value” on the cover page. Please also quantify the number of shares of New FiscalNote that will be issued for each share of FiscalNote Class A and Class B Common Stock using reasonable assumptions to calculate the Exchange Ratio. Please include similar disclosure where you discuss the consideration to be received by FiscalNote shareholders, such as on page 13.

          We respectfully advise the Staff that the number of securities set forth in the fee table on the cover page is based on the maximum number of shares of New FiscalNote Class A and Class B Common Stock to be issued to existing securities holders of DSAC and FiscalNote pursuant to the terms and conditions of the Business Combination Agreement.

          Pursuant to the Business Combination Agreement, at the closing of the Domestication, (A) each then issued and outstanding Class A ordinary share of DSAC will convert automatically into one share of New FiscalNote Class A Common Stock, (B) each then issued and outstanding Class B ordinary share of DSAC will convert automatically into one share of New FiscalNote Class A Common Stock, and (C) each then issued and outstanding common warrant of DSAC will convert automatically into one warrant to purchase one share of New FiscalNote Class A Common Stock. As such, the number of shares of New FiscalNote Class A Common Stock and the number of shares of New FiscalNote Class A Common Stock underlying the New FiscalNote warrants to be issued to existing securities holders of DSAC in connection with the Business Combination are calculated based on the number of DSAC securities held by such holders as of the date of the proxy statement/prospectus.

          The maximum numbers of New FiscalNote Class A and Class B Common Stock to be issued to existing FiscalNote security holders are calculated by dividing the quotient of (A) the sum of $1 billion (the Company Value as defined in the Business Combination Agreement) plus the aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants (assumed to be approximately $9 million), divided by (B) the total number of issued and outstanding FiscalNote shares (assumed to be 83,679,199), taking into account the total number of shares issued or issuable as a result of any exercise or conversion of all FiscalNote equity securities outstanding immediately prior to the effective time of the Merger, by $10.00 (the “Exchange Ratio”). The resulting Exchange Ratio is approximately 1.2, which we believe remains consistent as of the date of the filing of this Registration Statement Amendment No. 1. Each share of FiscalNote Class A Common Stock (other than dissenting shares) will be cancelled and converted into the right to receive shares of Newco Class A Common Stock as determined pursuant to the Exchange Ratio, (ii) each share of FiscalNote Class B Common Stock (other than dissenting shares) will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of Newco Class B Common Stock, as determined pursuant to the Exchange Ratio, (iii) all of the warrants to purchase shares of FiscalNote Class A Common Stock or FiscalNote preferred stock outstanding and unexercised or unconverted, as applicable, immediately prior to the Business Combination will be deemed automatically exercised or converted into the right to receive a number of shares of New FiscalNote Class A Common Stock determined pursuant to the Exchange Ratio, (iv) all options to purchase shares of Class A Common Stock of FiscalNote, vested or unvested, will convert into stock options to purchase shares of New FiscalNote Class A Common Stock determined in accordance with the Exchange Ratio, (v) all of the vested restricted stock units to acquire shares of Class A Common Stock of FiscalNote will be automatically deemed settled and converted into the right to receive that number of shares of New FiscalNote Class A Common Stock determined pursuant to the Exchange Ratio, and (vi) all of the unvested restricted stock units to acquire shares of Class A Common Stock of FiscalNote outstanding immediately prior to the Business Combination will be automatically assumed and converted into restricted stock units relating to shares of Newco Class A Common Stock, subject to substantially the same terms and conditions as were applicable immediately before the Business Combination.

          The Company has added the above disclosure to the cover page and pages 14, 35 and 116 of the Registration Statement Amendment No. 1.

          The maximum numbers of shares of New FiscalNote Class A and Class B Common Stock to be issued to existing securities holders of DSAC and FiscalNote and the calculation methodology and related assumptions

          2

      ​

          are also set forth in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of the Registration Statement.

          2. We note that your principal executive offices are located in Hong Kong, that the SPAC Sponsor is located in Hong Kong, a majority of your executive officers are located in or have significant ties to Hong Kong. Please disclose this prominently on the prospectus cover page. Your disclosure also should describe the legal and operational risks associated with being based in Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your or the target company’s post-combination operations and/or the value of your Common Stock or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact your ability to conduct your business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

          The Company respectfully clarifies that FiscalNote’s business activities generate no revenue from operations based in Hong Kong and does not have any operations in mainland China. Accordingly, notwithstanding the Sponsor and a majority of the DSAC’s executive officers are located in Hong Kong, the laws and regulations (including those recent statements and regulatory actions) of the People’s Republic of China (“PRC”) do not currently have any impact on DSAC or the post-combination company, because pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), national laws of the PRC are not applied in Hong Kong, except for those listed in Annex III of the Basic Law, which are confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong.

          With the above said, in response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Registration Statement Amendment No. 1 and added “Risks Related to DSAC’s Location in Hong Kong” on pages 73, 74 and 75 of the Registration Statement Amendment No. 1.

          “Q: Are any of the proposals conditioned on one another?”, page 11

          3. Please revise to name each of the condition precedent proposals so that investors can clearly understand which proposals are conditioned on one another.

          In response to the Staff comments, the Company has revised its disclosure on page 10 of the Registration Statement. Please also see revised (i) notice of extraordinary general meeting; and (ii) form of proxy card as set forth in the Registration Statement Amendment No. 1.

          “Q: What equity stake will current DSAC shareholders and FiscalNote stockholders hold…”, page 15

          4. Please revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

          The Company respectfully clarifies that it has entered into a Backstop Agreement, dated as of November 7, 2021, with certain affiliates of the Sponsor in connection with the signing of the Business Combination Agreement, pursuant to which certain affiliates of the Sponsor have agreed, subject to the other terms and conditions included therein, at the Closing, to subscribe for New DSAC Class A Common Stock in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount of up to $175,000,000. Accordingly, the Business Combination may be consummated and the amount of funds in the trust account will remain unchanged due to the commitment of the Sponsor and its affiliates under the Backstop Agreement, even though the number of public shares and public shareholders are reduced as a result of redemptions by public shareholders.

          In response to the Staff comments, please see revised page 39 of the Registration Statement Amendment No. 1.

          3

      ​

          5. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

          The Company’s Sponsor and the Company’s officers and directors (the “Insiders”) at the time of the IPO entered into the DSAC Letter Agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares of DSAC ordinary shares in connection with the completion of a business combination.

          The Company has not paid any consideration in exchange for their execution of the DSAC Letter Agreement. However, as set forth on pages 40, 41 and 42 of the Registration Statement Amendment No. 1, the Insiders have interests in the Business Combination primarily for a number of reasons, which have practically incentivized these insiders to execute the Insider Letter.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 70, 73, 74 and 75 of the Registration Statement Amendment No. 1.

          “Q: What interests do the Sponsor and DSAC’s current officers and directors … “, page 26

          6. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the Company’s officers and directors, if material.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 40, 41, 42, 55, 56, 57, 58, 59, 60, 131, 132, and 133 of the Registration Statement Amendment No. 1.

          7. Please highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 40, 41, 42, 55, 56, 57, 58, 59, 60, 130, 131, 132, and 133 of the Registration Statement Amendment No. 1.

          8. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 56, and 133 of the Registration Statement Amendment No. 1.

          Summary of the Proxy Statement/Prospectus, page 30

          9. In your summary of risk factors, disclose the risks that being based in Hong Kong poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your Common Stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Specifically address how these risks could impact your ability to successfully complete the business combination, as applicable.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 45, 71, 73, 74 and 75 of the Registration Statement Amendment No. 1.

          4

      ​

          10. Disclose each permission that you are required to obtain from Chinese authorities to operate and issue these securities to foreign investors, as well as any permissions or approvals you are required to obtain from Chinese authorities to consummate the business combination, including any related transactions that are necessary for the consummation of the transaction. State affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

          The Company clarifi

United States securities and exchange commission logo
December 30, 2021
Manoj Jain
Chief Executive Officer
Duddell Street Acquisition Corp.
8/F Printing House
6 Duddell Street
Hong Kong
Re:Duddell Street Acquisition Corp.
Registration Statement on Form S-4
Filed December 3, 2021
File No. 333-261483
Dear Mr. Jain:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed December 3, 2021
Cover Page
1.Please disclose the amount and method for calculating the "Company Value" on the cover
page.  Please also quantify the the number of shares of New FiscalNote that will be issued
for each share of FiscalNote Class A and Class B common stock using reasonable
assumptions to calculate the Exchange Ratio. Please include similar disclosure where you
discuss the consideration to be received by FiscalNote shareholders, such as on page 13.
2.We note that your principal executive offices are located in Hong Kong, that the SPAC
Sponsor is located in Hong Kong, a majority of your executive officers are located in or
have significant ties to Hong Kong.  Please disclose this prominently on the prospectus

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December 30, 2021
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cover page.  Your disclosure also should describe the legal and operational risks
associated with being based in Hong Kong.  Your disclosure should make clear whether
these risks could result in a material change in your or the target company’s post-
combination operations and/or the value of your common stock or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.  Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact your ability to conduct your business,
accept foreign investments, or list on an U.S. or other foreign exchange.  Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
"Q: Are any of the proposals conditioned on one another?", page 11
3.Please revise to name each of the condition precedent proposals so that investors can
clearly understand which proposals are conditioned on one another.
"Q: What equity stake will current DSAC shareholders and FiscalNote stockholders hold...",
page 15
4.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
5.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
"Q: What interests do the Sponsor and DSAC's current officers and directors ... ", page 26
6.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
7.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
8.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.

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 Comapany NameDuddell Street Acquisition Corp.
 December 30, 2021 Page 3
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Duddell Street Acquisition Corp.
December 30, 2021
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Summary of the Proxy Statement/Prospectus, page 30
9.In your summary of risk factors, disclose the risks that being based in Hong Kong poses to
investors.  In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus.  For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your common stock.  Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Specifically address how these risks
could impact your ability to successfully complete the business combination, as
applicable.
10.Disclose each permission that you are required to obtain from Chinese authorities
to operate and issue these securities to foreign investors, as well as any permissions or
approvals your are required to obtain from Chinese authorities to consummate the
business combination, including any related transactions that are necessary for the
consummation of the transaction.  State affirmatively whether you have received all
requisite permissions and whether any permissions have been denied.
11.Please revise to include a description of your dual-class capital structure in the Prospectus
Summary section, including that each share of Class B common stock will be entitled to
twenty-five votes per share.
Redemption Rights, page 37
12.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
13.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
14.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a

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December 30, 2021
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percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Risk Factors, page 52
15.Please expand your risk factor disclosure to address specifically any PRC regulations
concerning mergers and acquisitions by foreign investors that your initial business
combination transaction may be subject to, including PRC regulatory reviews, which may
impact your ability to complete a business combination in the prescribed time period.
16.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
17.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, please revise your disclosure to explain how this oversight
impacted the process of searching for a target, if at all, and completing an initial business
combination.
Risks Related to DSAC and the Business Combination, page 52
18.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
19.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
FiscalNote has incurred a significant amount of debt..., page 79
20.Please disclose the approximate percentage of proceeds from the Business Combination
that will be used to repay outstanding indebtedness of FiscalNote.  Please also disclose the
anticipated portion of cash flows and operations that FiscalNote anticipates may be
required to be used to pay interest and principal on indebtedness following the Business
Combination.

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December 30, 2021
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"Following the consummation of the Business Combination, only our Co-Founders...", page 91
21.Please disclose the percentage of outstanding shares that high-vote shareholders must keep
to continue to control the outcome of matters submitted to stockholders for approval.
Please also disclose that any future issuance of Class B common stock may be dilutive to
holders of Class A common stock.
Risks Related to the Ownership of New FiscalNote's Class A Common Stock, page 91
22.Please disclose that New FiscalNote's multi-class structure may render its shares ineligible
for inclusion in certain stock market indices, and thus adversely affect share price and
liquidity.
Background of the Business Combination, page 106
23.Please describe the basis and the underlying assumptions associated with the FiscalNote
initial pre-money valuation range between $1.2 billion and $1.4 billion (on a cash and
debt-free basis) in the June 18, 2021 LOI.  Please also disclose the basis and the
underlying assumptions of the pre-money enterprise valuation of FiscalNote of $1.35
billion (on a cash and debt free basis) plus the basis and underlying assumptions of the
earn-out consideration of up to 9% of the outstanding New FiscalNote shares immediately
post-closing.
24.Please provide further detail of discussions of material items at the June 16, June 21 and
June 22, 2021 meetings, as well as the discussions that occurred in the "following weeks."
Please include the substance of the conversations, the concerns addressed by the parties,
any key points of disagreement and how they were resolved. For example, please disclose
what was discussed regarding financial projections, M&A strategies, corporate
governance, key management personnel, repayment of debt, and earn-out
consideration.  Please also disclose the material items covered in the July 12, 2021
questions submitted to J.P. Morgan's M&A Advisory Group as well as the material topics
that were discussed at the July 19, 2021 virtual meeting.
25.Please identify the DSAC advisors that lead the negotiation of the LOI on behalf of DSAC
as disclosed in the fifth paragraph on page 108.  Please also disclose who prepared the
presentation materials that were made available to the Board at the November 3 and
November 7, 2021 meetings. To the extent a report, opinion or appraisal materially related
to the transaction has been received from an outside party and is referred to in the
prospectus, your disclosure must provide the information required by Item 1015(b) of
Regulation M-A, and any written materials, as well as the consent of the outside party,
must be filed as exhibits.
26.We note that BTIG LLC performed additional services after the IPO and part of the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to BTIF that are contingent on completion of
the business combination.

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December 30, 2021
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27.Please disclose who selected the potential PIPE investors, the relationships that the PIPE
investors had to DSAC, the sponsor, and FiscalNote.  Please also disclose the terms of the
PIPE transactions and how such terms were determined.  Please also tell us whether there
were any valuations or material information about the transaction that were provided to
potential PIPE investors but have not been disclosed publicly.

DSAC Board Reasons for the Approval of the Business Combination, page 111
28.It does not appear that the DSAC Board considered the consideration to be offered in the
Business Combination in evaluating and recommending the Business Combination. To the
extent that the DSAC Board did evaluate the consideration, please revise to state as much
and disclose whether the DSAC Board considered the transaction to be fair.  To the extent
the DSAC Board did not evaluate the consideration, please revise to state as much and
disclosure whether the DSAC Board continues to recommend the Business Combination.
29.We note that in considering and recommending the Business Combination, the DSAC
Board considered the criteria "Established Targets With Strong Existing Links with Asian
Markets," which include FiscalNote's offices in Hong Kong.  We also note that following
the Business Combination, DSAC's principal executive offices will become the offices of
FiscalNote and the risk factor on page 76 that states that FiscalNote has "significant
operations in ... Hong Kong."  In an appropriate section(s), please revise to quantify the
percentage of revenue from operations in Hong Kong or China, disclose any material risk
of doing business in Hong Kong tor China that may affect the post-business combination
company and, if applicable, disclose any information regarding plans to grow the business
in Asian Markets, specifi