On December 8, 2023 (the “Issuance Date”), FiscalNote Holdings, Inc. (the “Company”) entered into a strategic commercial partnership with EGT-East, LLC, an affiliate of Era Global Technologies, LLC, a global investment firm backed by leading, closely-held family enterprises across 19 countries and 25 different market segments (“Era”). EGT – East LLC is an investment vehicle managed by Era Global Technologies LLC. Era has directly or indirectly co-investedin various ventures at which Mr. Timothy Hwang, the Company’s Chairman, Chief Executive Officer and Co-Founder,is serving as a director.
Under a co-pilotpartnership agreement (the “Co-PilotAgreement”), Era’s dedicated value-creation platform, Era Catalyst, will act as a foundational early channel partner providing distribution support for the Company’s recently-announced artificial intelligence (AI) Co-pilotprogram and provide referral services into Era’s extensive network to accelerate sales and introduce the Company’s proprietary AI products in the legal and regulatory space, including to several of the world’s largest conglomerates. As the partnership between Era and the Company advances, the Company expects to drive further AI innovation, augmented by input from Era’s network of leading family-owned enterprises. The Company believes the partnership will enable FiscalNote to accelerate its ongoing growth and expansion strategy, advance new product development, and optimize sales and marketing efforts. In addition, Era has agreed to invest up to $7.5 million of new capital in the Company as part of the partnership in exchange for subordinated convertible notes due 2027 (collectively, the “Notes”). In addition to strengthening the Company’s balance sheet, the investment will, in part, fund further capital expenditures and development of the Company’s next generation of AI Co-Pilot capabilities, inclusive of deployments into Era’s network of global companies.
AI Co-PilotPartnership Agreement
Under the Co-PilotAgreement, the Company has agreed to issue Era up to $3.75 million in the form of shares of the Company’s class A common stock, par value $0.0001 per share (the “Common Stock”), no later than June 2024 (the shares so issued, the “Partnership Shares”), subject to certain circumstances set forth in the Co-PilotAgreement.
