$NOTE·8-K

FiscalNote Holdings, Inc. · May 18, 4:30 PM ET

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FiscalNote Holdings, Inc. 8-K

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FiscalNote Holdings Amends Forbearance; Creditors Waive Delisting Defaults

What Happened
FiscalNote Holdings, Inc. (NOTE) filed an 8-K on May 18, 2026 reporting amendments to forbearance agreements with its subordinated creditors. GPO FN Noteholder, LLC and YA II PN, Ltd agreed to waive defaults under subordinated convertible debt instruments that arose from the delisting of FiscalNote's Class A common stock from the New York Stock Exchange, and to forbear from exercising rights related to those defaults until June 21, 2026. The amendments modify forbearance agreements originally dated April 21, 2026.

Key Details

  • Parties: GPO FN Noteholder, LLC and YA II PN, Ltd (the "Subordinated Creditors").
  • Action: Waiver of defaults and forbearance from exercising remedies under subordinated convertible debt instruments.
  • Trigger: Defaults arose from the delisting of FiscalNote’s Class A common stock from the NYSE.
  • Timing: Forbearance period runs through June 21, 2026; agreements amended May 18, 2026 (original forbearance dated April 21, 2026).

Why It Matters
This amendment temporarily prevents the subordinated creditors from pursuing remedies tied to the delisting-related defaults, giving FiscalNote short-term relief from creditor actions. The change does not, in the filing, extinguish the underlying debt or indicate a permanent restructuring — it is a time-limited waiver and forbearance. Investors should note the company remains subject to the underlying convertible debt terms and the risk that creditor rights could resume after June 21, 2026 unless further extensions or settlements are reached.

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