FiscalNote Holdings, Inc. (NOTE) - Dilution Analysis
Visualizing historical and potential share dilution over time
Dilution Analysis
Risk Assessment Details
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
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 |