Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is an updated investor presentation (the
"Investor Presentation") that will be used by Duddell Street Acquisition Corp.,
a Cayman Islands exempted company ("DSAC"), in making presentations to certain
of DSAC's shareholders and other persons with respect to the transactions
contemplated by the Agreement and Plan of Merger, dated November 7, 2021 (as it
may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement"), by and among DSAC, Grassroots Merger
Sub, Inc., a Delaware corporation, and FiscalNote Holdings, Inc., a Delaware
corporation ("FiscalNote").
The Investor Presentation is intended to be furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such
filing.
Additional Information and Where to Find It
DSAC has filed a Registration Statement on Form S-4 (the "Form S-4") with the
Securities and Exchange Commission (the "SEC") containing a proxy
statement/prospectus relating to the Business Combination, which will be mailed
to its shareholders once definitive. This Current Report on Form 8-K does not
contain all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or
any other decision in respect of the Business Combination. DSAC's shareholders
and other interested persons are advised to read the preliminary proxy
statement/prospectus and the amendments thereto and, when available, the
definitive proxy statement/prospectus and other documents filed in connection
with the Business Combination, as these materials contain or will contain
important information about DSAC, FiscalNote and the Business Combination. When
available, the definitive proxy statement/prospectus and other relevant
materials for the proposed Business Combination will be mailed to shareholders
of DSAC as of a record date to be established for voting on the Business
Combination. Shareholders of DSAC will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC, without charge,
once available, at the SEC's website at www.sec.gov, or by directing a written
request to: Duddell Street Acquisition Corp., 8/F Printing House, 6 Duddell
Street, Hong Kong.
Participants in the Solicitation
DSAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from DSAC's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in the Business Combination is contained in the
S-4 and DSAC's other filings with the SEC. To the extent that holdings of DSAC's
securities have changed since the amounts printed in the S-4, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the interests of such
participants is contained in the proxy statement/prospectus for the Business
Combination.
FiscalNote and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of DSAC in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the proposed
Business Combination is included in the proxy statement/prospectus for the
Business Combination.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to
future events or DSAC's or FiscalNote's future financial or operating
performance. For example, statements about the expected timing of the completion
of the Business Combination, the benefits of the Business Combination, the
competitive environment, and the expected future performance (including future
revenue, pro format enterprise value, and cash balance) and market opportunities
of FiscalNote are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or
"continue," or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by DSAC and its management, and FiscalNote and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: matters discovered by FiscalNote or DSAC as they complete their
respective due diligence investigation of the other; the inability to recognize
the anticipated benefits of the proposed Business Combination, which may be
affected by, among other things, the ability to meet the listing standards of
the Nasdaq Stock Market following the consummation of the transactions
contemplated by the proposed Business Combination; costs related to the proposed
Business Combination; FiscalNote's ability to manage growth; FiscalNote's
ability to execute its plans to develop and market new products and services and
the timing and costs of these development programs; FiscalNote's estimates of
the size of the markets for its products and services; the rate and degree of
market acceptance of FiscalNote's products and services; the success of other
competing legal and regulatory information services that exist or may become
available; FiscalNote's ability to identify and integrate acquisitions; the
performance of FiscalNote's products and services; rising costs adversely
affecting FiscalNote's profitability; potential litigation involving DSAC or
FiscalNote or the validity or enforceability of FiscalNote's intellectual
property; and general economic and market conditions impacting demand for
FiscalNote's products and services. Other factors include the possibility that
the proposed Business Combination does not close, including due to the failure
to receive required security holder approvals, or the failure of other closing
conditions. Risks and uncertainties that may affect the completeness or accuracy
of these forward-looking statements are set forth in the sections entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" of the
Form S-4.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Except as may be required by law, neither DSAC nor FiscalNote undertakes any
duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Investor Presentation
© Edgar Online, source Glimpses