Key Highlights

● FiscalNote Holdings (OTC:NOTE) lost its New York Stock Exchange listing after a Nasdaq notice on March 25, 2026, triggering events of default under subordinated Debt agreements.

● The company reported a GAAP net loss of $43.6 million for the first quarter of 2026, swollen by a $35.6 million Impairment charge.

● FiscalNote sells subscription software helping organizations navigate regulatory complexity, a genuine and growing market need underpinning its turnaround thesis.

● The company already executed a 1-for-12 Reverse Stock Split in an effort to preserve compliance, with dilution and financing risk remaining substantial near-term concerns.

A listing lost and lenders held at bay

FiscalNote Holdings (OTC: NOTE) is fighting for survival after a cascade of events stripped it of its New York Stock Exchange listing and pushed its debt into technical default. On 25 March 2026 the NYSE notified the company that it no longer met the exchange's continued-listing standard requiring an average closing share price of at least US$1.00 over a consecutive 30 trading-day period. Trading was suspended and the shares moved to the over-the-counter market on 26 March 2026 under the same ticker, with the delisting effective on 13 April 2026.

The delisting was more than a reputational blow. In its first-quarter 2026 report, filed as a Form 10-Q, FiscalNote disclosed that the loss of its listing triggered events of default under subordinated convertible debentures held by GPO FN Noteholder, LLC and YA II PN, Ltd. The company has since secured a series of short-term forbearances from those creditors, waiving the delisting-related defaults. The most recent extension, disclosed on 24 July 2026, runs only until 22 August 2026, underscoring how tenuous the reprieve remains.

From SPAC debut to policy-intelligence specialist

Founded in 2013 and taken public in July 2022 through a Merger with the special-purpose Acquisition company Duddell Street Acquisition Corp, FiscalNote sells subscription software that helps organisations track legislation, regulation and geopolitical risk. Its platform combines artificial-intelligence tools with structured data and human expert analysis, giving corporate affairs teams, trade associations and government agencies a way to monitor policy developments across jurisdictions. Subscription Revenue accounted for roughly 95 per cent of first-quarter sales, a recurring-revenue model prized in healthier times for its predictability.

The founder-led company, now headed by chief executive Josh Resnik, has spent two years shrinking to fit, divesting non-core businesses, cutting headcount and refocusing on its core policy-intelligence products in an effort to convert a history of cash burn into positive Cash Flow .

Shrinking revenue and a large impairment

FiscalNote's first-quarter 2026 results, which are unaudited, illustrate the pressure. Revenue fell 27 per cent year on year to US$20.0 million, down from US$27.5 million, a decline the company attributed largely to divestitures; on a pro-forma basis, subscription revenue was down about 11 per cent. Annual Recurring Revenue slipped 14 per cent to US$75.7 million, and net revenue retention on a pro-forma basis was 89 per cent, meaning customers on balance spent less than a year earlier.

The company reported a GAAP net loss of US$43.6 million for the quarter, swollen by a US$35.6 million Goodwill impairment charge. Adjusted EBITDA, a non-GAAP measure that strips out interest, tax, Depreciation , Amortisation and various one-off items and is not a measure of profit under accounting standards, was a positive US$1.0 million. FiscalNote reaffirmed full-year 2026 guidance of US$80 million to US$83 million in revenue and US$14 million to US$16 million in adjusted EBITDA. It held about US$23.8 million in cash and equivalents at 31 March 2026, alongside roughly US$3.0 million of positive Operating Cash Flow in the quarter.

The case for a turnaround

The bull case rests on a genuine market need. Regulatory complexity is rising across the United States, the European Union and Asia, and organisations increasingly want software that surfaces policy changes quickly. Management argues that generative-AI features can deepen the value of its data and widen margins; the company reported an adjusted gross Margin of about 87 per cent in the quarter, Economics that can throw off cash if the Top Line stabilises. FiscalNote has also restructured aggressively, cutting roughly a quarter of its workforce and about 19 per cent of cash operating costs, and it expects positive free cash flow on an ongoing basis over the twelve months from 1 April 2026.

Competing against far larger rivals

FiscalNote operates in a crowded corner of the information-services market, competing with entrenched players such as Bloomberg Government and the policy and legal-research franchises of larger data groups, as well as nimble software start-ups adding AI features. Scale matters here, because data breadth and analyst depth are expensive to maintain, and FiscalNote's shrinking revenue base sits awkwardly against far larger competitors. The broader small-cap software sector has also endured a brutal repricing, with investors punishing unprofitable subscription companies, a backdrop that helped push FiscalNote's shares below the exchange's minimum threshold.

A Balance Sheet under acute strain

The risks are substantial and, in the company's own words, existential. In its first-quarter 10-Q, management disclosed substantial doubt about the company's ability to continue as a Going Concern , citing recurring losses, negative Working Capital and the delisting-triggered defaults. Because of those defaults, roughly US$111.6 million of debt has been reclassified as a current Liability . The senior obligation is a US$75 million secured term Loan provided by funds managed by MGG Investment Group, refinanced in August 2025 and maturing in 2029; the 10-Q indicated that an annual-recurring-revenue covenant tied to that Facility had been breached.

Dilution and financing risk loom large. FiscalNote already executed a 1-for-12 reverse stock split in August 2025 in an unsuccessful attempt to keep its NYSE listing, and its convertible debt could add shares if converted. It has engaged a financial adviser and warned that restructuring talks may include amendments, Maturity extensions, liability management transactions, exchanges and other strategic alternatives, with no assurance of any outcome. If forbearance lapses without a broader deal, creditors could move to accelerate their claims.

Signposts for the months ahead

Several near-term signposts will indicate whether FiscalNote can stabilise. The most immediate is the 22 August 2026 forbearance deadline: investors will watch for either a further extension or, more meaningfully, a comprehensive debt restructuring that addresses the senior term loan and subordinated notes together. Beyond that, the trajectory of annual recurring revenue and net revenue retention will show whether the customer base is stabilising, while quarterly cash generation will test management's free-cash-flow promise. A move to re-list on a national exchange, or a fresh Equity injection, would also change the picture.

A product that works, a balance sheet that must

FiscalNote occupies a real and growing niche, and its recurring-revenue model, high gross margins and cost discipline give it a plausible path to sustainable cash generation. Yet those operational positives are, for now, overshadowed by a balance sheet under acute strain, a going-concern warning and a listing already lost. The company's fate hinges less on its product than on whether it can renegotiate its debts before the forbearance window closes. For a Business built to help others navigate risk, FiscalNote's own future now turns on a high-stakes financial negotiation whose outcome remains genuinely uncertain.

This article is general information only and does not constitute personal financial advice, an offer, a solicitation or a recommendation to buy or sell any security. Investors should conduct their own research and consider obtaining professional advice before making investment decisions.