Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Jain Manoj 2. Issuer Name and Ticker or Trading Symbol FiscalNote Holdings, Inc. [NOTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FISCALNOTE HOLDINGS, INC., 1201 PENNSYLVANIA AVE NW, 6TH FL 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2024 (Street) WASHINGTON, DC 20004 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 12/02/2024 A 7,142(1) A $ 0 257,782 D Class A Common Stock 606,250 I By Duddell Street Holdings Ltd(2) Class A Common Stock 3,450,320 I By Maso Capital Investments Limited(3)(4) Class A Common Stock 17,854,774 I By Blackwell Partners LLC - Series A(4)(5) Class A Common Stock 7,002,387 I By Star V Partners LLC(4)(6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Jain Manoj C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVE NW, 6TH FL WASHINGTON, DC 20004	X	X
Duddell Street Holdings Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K3 00000		X
Maso Capital Partners Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K3 00000		X
Maso Capital Investments Ltd C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K3 00000		X
BLACKWELL PARTNERS LLC - SERIES A C/O BLACKWELL PARTNERS LLC - SERIES A 280 SOUTH MANGUM STREET, SUITE 210 DURHAM, NC 27701		X
Star V Partners LLC C/O STAR V PARTNERS LLC 2100 WEST END AVE, SUITE 1000 NASHVILLE, TN 37203		X
Khurana Sohit C/O DUDDELL STREET ACQUISITION CORP. 8/F PRINTING HOUSE, 6 DUDDELL STREET HONG KONG, K3 00000		X

Signatures

/s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
Duddell Street Holdings Limited, by: /s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
Maso Capital Partners Limited, by: /s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
Maso Capital Investments Limited, by: /s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
Blackwell Partners LLC - Series A, by: /s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
Star V Partners LLC, by: /s/ Todd Aman, Attorney-in-Fact	12/16/2024
**Signature of Reporting Person	Date
/s/ Sohit Khurana	12/16/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer.
(2)	The shares are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Allan Finnerty.
(3)	These shares are held of record by Maso Capital Investments ("MCIL"). Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL.
(4)	MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(5)	These shares are held of record by Blackwell Partners LLC - Series A ("BPL"). MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL.
(6)	These shares are held of record by Star V Partners LLC ("SVPL"). MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.

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