Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Executive Officer Equity Grants



On October 5, 2022, equity awards ("Equity Awards") were made to certain of the
executive officers of FiscalNote Holdings, Inc. (the "Company") pursuant to
certain of the terms of each officer's respective employment agreement with the
Company, as follows:

                                                                        Vesting
                                                                      Commencement         Number        Vesting
Name                                      Title                           Date            of Shares      Schedule       Grant Type
Timothy Hwang             Chairman and Chief Executive Officer       April 1, 2022         2,155,984       (1)          Restricted
                                                                                                                        Stock Unit
                                                                                                                          ("RSU")

                                                                     April 1, 2022         1,437,323       (2)         Non-Qualified
                                                                                                                       Stock Option
                                                                                                                          ("NSO")

Joshua Resnik             President and Chief Operating Officer   Effective grant date       466,665       (3)              RSU

                                                                  Effective grant date       199,999       (4)              NSO

Jon Slabaugh              Chief Financial Officer and Senior      Effective grant date        75,000       (5)              RSU
                          Vice President of Corporate
                          Development

                                                                  Effective grant date        25,000       (6)              NSO

(1) Pursuant to the terms of Mr. Hwang's employment agreement, which specifies an

April 1, 2022 Vesting Commencement Date for these awards, twenty-five percent

(25%) of the RSUs were deemed vested as of the October 5, 2022 date of

issuance. One twenty-fourth (1/24th) of the RSUs shall vest on the first day

of each calendar month commencing November 1, 2022 and continuing through

April 1, 2024.

(2) Twenty-five percent (25%) shall vest on each of the first four anniversaries

of the Vesting Commencement Date.

(3) Twenty-five percent (25%) of the RSUs shall vest monthly ratably over the

remaining months of calendar year 2022 following the grant date, with the

remaining RSUs vesting monthly ratably over the thirty-six (36) months

beginning January 1, 2023.

(4) Twenty-five percent (25%) of the shares subject to the option shall vest

monthly ratably over the remaining months of calendar year 2022 following the

grant date with the remaining shares vesting monthly ratably over the

thirty-six (36) months beginning January 1, 2023.

(5) The RSUs shall vest monthly ratably over the remaining months of calendar

year 2022 following the grant date.

(6) The shares subject to the option shall vest monthly ratably over the

remaining months of calendar year 2022 following the grant date.

Non-Employee Director Equity Grants

Also on October 5, 2022, RSU awards were made to the Company's non-employee directors pursuant to the terms of the Company's previously reported non-employee director compensation program. Each non-employee director was granted 27,866 RSUs, all of which will vest on the date of the Company's 2023 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number    Description

104       Cover Page Interactive Data File (formatted as Inline XBRL).

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