DSACU Duddell Street Acquisition Corporation

Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2023, FiscalNote, Inc., a wholly owned subsidiary of FiscalNote Holdings, Inc. (the “Company”), entered into that certain Joinder and Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement ( “Joinder and Second Amendment”) to its Second Amended and Restated Credit and Guaranty Agreement, dated July 29, 2022 (as amended by Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement dated March 17, 2023 (the “Existing Credit Agreement”), and as further amended by the Joinder and Second Amendment, the “Credit Agreement”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement.

Among other things, the Joinder and Second Amendment joins Dragonfly Eye Limited (“Dragonfly”) and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company registered under the laws of England and Wales (each of Dragonfly and Oxford Analytica, a “UK Loan Party” and collectively, the “UK Loan Parties”), as Guarantors to the Credit Agreement. In connection therewith, the UK Loan Parties granted liens over substantially all of their respective assets to secure their guaranties.

The Joinder and Second Amendment was entered into by and among FiscalNote, Inc., as Borrower Representative, CQ-Roll Call, Inc., Capitol Advantage LLC, VoterVoice, L.L.C. and Sandhill Strategy LLC as Borrowers, and Dragonfly Eye Limited and Oxford Analytica Limited, as New Guarantors, Runway, as administrative agent and collateral agent, and each lender party thereto.

The Joinder and Second Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01. The above description of the material terms of the Joinder and Second Amendment are qualified in their entirety by reference to such exhibit.