DSAC Duddell Street Acquisition Corporation

As filed with the Securities and Exchange Commission on March 29, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

1201 Pennsylvania Avenue, N.W.

6^th Floor

Washington, D.C. 20004

(Address of principal executive offices, including zip code)

FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan

FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan

(Full titles of the plans)

Timothy Hwang

1201 Pennsylvania Avenue, N.W.

6^th Floor

Washington, D.C. 20004

(Name and address of agent for service)

(202) 793-5300

(Telephone number, including area code, of agent for service)

Copy to:

Kevin L. Vold

Polsinelli PC

1401 Eye Street, NW, Suite 800

Washington, DC 20005

Telephone: (202) 783-3300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, FiscalNote Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register (i) 3,693,767 additional shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), under the Registrant’s 2022 Long-Term Incentive Plan (the “2022 Plan”), pursuant to the provisions of the 2022 Plan providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2022 Plan on January 1, 2023, and (ii) 1,231,255 additional shares of Class A Common Stock under the Registrant’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), pursuant to the provisions of the 2022 ESPP providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2022 ESPP on January 1, 2023.

In accordance with General Instruction E to Form S-8, except for Item 8 “Exhibits,” this Registration Statement incorporates by reference the contents of the Registrant’s previous Registration Statement on Form S-8 (File No. 333-267753), filed with the Commission on October 5, 2022 (the “Prior Registration Statement”). The securities registered by this Registration Statement are of the same class as the other securities for which the Prior Registration Statement was filed.