FiscalNote Holdings, Inc. (NOTE) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 11, 2026

Risk Assessment Details

Potential Dilution: 594.21% of current shares
Recent Dilution: 98.66% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
26M
Potential Supply
150M
Additional shares possible
Splits
None
Past 2 years

Summary

NOTE currently has 26M outstanding shares. with significant dilution risk as 154M authorized shares could dilute existing holders by 594.2%. The company has significantly diluted shareholders by 98.66% over the past 2 years, indicating aggressive capital raising.

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 11, 2026

10-Q filing | 26.0M shares outstanding

26M 150M
Mar 24, 2026

10-K filing | 18.7M shares outstanding

19M 150M
Nov 14, 2025

S-3 filing: This prospectus relates to the resale or other disposition from time to time of up to an aggregate of 2,349,395 shares of our Class A Common Stock that are issuable pursuant to the terms of the convertible note previously issued to the selling stockholder.

14M 150M
Nov 10, 2025

10-Q filing | 14.4M shares outstanding

14M 150M
Aug 22, 2025

S-3 filing: This prospectus relates to the resale of up to 7,083,333 shares of Class A Common Stock by the selling stockholder.

170M 150M
Aug 15, 2025

10-Q filing | 160.0M shares outstanding

160M 140M
May 23, 2025

S-3 filing: This prospectus relates to the resale or other disposition from time to time by the selling stockholders of up to an aggregate of 12,511,050 shares of our Class A Common Stock, including up to 9,615,000 shares of the Class A Common Stock issuable to a selling stockholder pursuant to the terms of convertible notes in an aggregate principal amount of $5.769 million.

160M 140M
May 13, 2025

10-Q filing | 151.3M shares outstanding

150M 120M
Apr 01, 2025

10-K filing | 153.1M shares outstanding

150M 120M
Nov 22, 2024

S-3 filing: This prospectus relates to the resale or other disposition from time to time by the selling stockholders named in this prospectus of up to an aggregate of 10,532,463 shares of our Class A Common Stock, including up to 7,333,334 shares of the Class A Common Stock issuable to a selling stockholder pursuant to the terms of a convertible note in an aggregate principal amount of approximately $5.5 million.

140M 120M
Nov 12, 2024

10-Q filing | 135.1M shares outstanding

140M 110M
Aug 08, 2024

10-Q filing | 134.4M shares outstanding

130M 110M
Jun 14, 2024

8-K filing: FiscalNote Holdings, Inc. issued 1,000,000 shares of Class A common stock to EGT-East, LLC pursuant to an agreement where $798,485 of outstanding principal was converted.

130M 110M
May 10, 2024

10-Q filing | 130.7M shares outstanding

130M 110M
Apr 12, 2024

S-3/A filing: This prospectus relates to the resale of up to 7,704,783 shares of Class A Common Stock by the selling stockholder.

130M 110M
Mar 15, 2024

10-K filing | 131.4M shares outstanding

130M 110M
Feb 09, 2024

S-3/A filing: This prospectus relates to the resale of up to 6,301,010 shares of Class A Common Stock issuable pursuant to the terms of convertible notes and an additional $3,150,505 in the form of shares of the Company’s Class A Common Stock no later than June 2024.

130M 110M
Jan 12, 2024

S-3 filing: This S-3 filing relates to the resale of up to 9,451,515 shares of Class A Common Stock by a selling stockholder, issuable pursuant to convertible notes for a strategic commercial partnership agreement.

130M 110M
Nov 14, 2023

S-3 filing: FiscalNote Holdings, Inc. is filing an S-3 registration statement to offer and sell up to $100,000,000 of Class A common stock, preferred stock, warrants, rights, units, or debt securities.

120M 100M
Nov 14, 2023

10-Q filing | 128.8M shares outstanding

130M 100M
Sep 07, 2023

POS AM filing: This prospectus relates to the issuance of Class A Common Stock upon the exercise of warrants and the offer and sale of Class A Common Stock and Private Warrants by selling securityholders.

120M 29M
Sep 07, 2023

S-3 filing: This prospectus relates to the resale of up to 11,215,000 shares of Class A Common Stock issuable pursuant to the terms of a convertible note.

120M 29M
Aug 09, 2023

10-Q filing | 120.4M shares outstanding

120M 18M
Jul 03, 2023

8-K filing: FiscalNote Holdings, Inc. entered into an Exchange and Settlement Agreement with GPO FN Noteholder LLC, involving the return of 5,881,723 Class A Common Stock shares to the Company for cancellation and the issuance of a subordinated convertible promissory note in the initial principal amount of $46,793,888.70 to the Investor.

130M 18M
May 15, 2023

10-Q filing | 133.1M shares outstanding

130M 18M
May 05, 2023

POS AM filing: This POS AM filing relates to the issuance of up to 11,000,000 shares of Class A Common Stock upon exercise of warrants and the resale of up to 87,504,863 shares of Class A Common Stock and 7,000,000 private warrants by selling securityholders.

130M 18M
Mar 28, 2023

10-K filing | 125.5M shares outstanding

130M 120M
Mar 20, 2023

8-K filing: FiscalNote Holdings, Inc. agreed to issue a warrant to a lender to purchase up to 80,000 shares of Class A Common Stock at an exercise price of $0.01 per share in connection with the funding of an Incremental Facility.

120M 120M
Jan 27, 2023

8-K filing: FiscalNote Holdings, Inc. entered into a term sheet with the Disputing Lender, agreeing to negotiate the return of 5,881,723 shares of Class A Common Stock for cancellation and the issuance of a subordinated convertible promissory note in the initial principal amount of $46,793,888.70.

120M 120M
Jan 27, 2023

8-K filing: FiscalNote Holdings, Inc. purchased all of the issued and outstanding share capital of Dragonfly Eye Limited for an aggregate purchase price of up to £26.5 million, including £9.5 million in shares of the Company's Class A Common Stock and £9.0 million in subordinated convertible promissory notes, with the conversion price of the notes subject to adjustment in the event of any stock split. ($9.5M proceeds)

120M 120M
Nov 14, 2022

10-Q filing | 122.9M shares outstanding

120M 120M
Sep 29, 2022

S-1/A filing: This S-1/A filing registers for resale up to 11,000,000 shares of Class A Common Stock issuable upon exercise of warrants, up to 87,504,863 shares of Class A Common Stock offered by selling stockholders, and up to 7,000,000 Private Warrants offered by selling warrant holders.

120M 120M
Aug 26, 2022

S-1 filing: This S-1 filing relates to the issuance of up to 11,000,000 shares of Class A Common Stock upon the exercise of warrants and the offer and sale of up to 87,504,863 shares of Class A Common Stock and 7,000,000 Private Warrants by selling securityholders.

120M 120M
Aug 22, 2022

10-Q filing | 4.4M shares outstanding

4.4M 18M
May 16, 2022

10-Q filing | 4.4M shares outstanding

4.4M 18M
May 09, 2022

8-K filing: Duddell Street Acquisition Corp. amended its business combination agreement with FiscalNote Holdings, including an additional triggering event for earnout consideration, extension of the termination date, and a bonus issuance of Newco Class A Common Stock to non-redeeming shareholders and backstop purchasers; PIPE financing was terminated.

4.4M 18M
Apr 14, 2022

10-K filing | 4.4M shares outstanding

4.4M 18M
Nov 24, 2021

10-Q filing | 4.4M shares outstanding

4.4M 18M
Nov 08, 2021

8-K filing: Duddell Street Acquisition Corp. entered into a Business Combination Agreement with FiscalNote Holdings, Inc., involving domestication as a Delaware corporation and merger with Merger Sub, a subsidiary of Duddell Street Acquisition Corp., with FiscalNote as the surviving entity. ($100.0M proceeds)

2.6M 18M
Aug 23, 2021

10-Q filing | 2.6M shares outstanding

2.6M 18M
Jul 26, 2021

10-Q filing | 17.5M shares outstanding

18M 18M
Mar 31, 2021

10-K filing | 17.5M shares outstanding

18M 18M
Dec 14, 2020

10-Q filing | 17.5M shares outstanding

18M 18M
Oct 09, 2020

S-1/A filing: This is an S-1/A filing related to an initial offering involving a business combination. It details the terms for redeeming Class A Ordinary Shares held in a trust account if a business combination is pursued or if a business combination does not occur within 24 months.

N/A 18M
Oct 01, 2020

S-1 filing: The filing relates to the offering of Class A ordinary shares upon exercise of warrants, including private placement warrants, and describes a redemption feature allowing warrant redemption when Class A ordinary shares trade at or above $10.00.

N/A 18M
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