FISCALNOTE HOLDINGS, INC., 10-Q filed on 8/15/2025
Quarterly Report
v3.25.2
Document and Entity Information - shares
 6 Months Ended
Jun. 30, 2025
Aug. 04, 2025
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2025  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Entity Registrant Name FISCALNOTE HOLDINGS, INC.  
Entity Central Index Key 0001823466  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity File Number 001-396972  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 88-3772307  
Entity Address, Address Line One 1201 Pennsylvania Avenue NW, 6th Floor  
Entity Address, City or Town Washington, D.C.  
Entity Address, State or Province WA  
Entity Address, Postal Zip Code 20004  
City Area Code 202  
Local Phone Number 793-5300  
Document Quarterly Report true  
Document Transition Report false  
Common Class A    
Entity Common Stock, Shares Outstanding   163,909,082
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol NOTE  
Security Exchange Name NYSE  
Common Class B    
Entity Common Stock, Shares Outstanding   8,290,921
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share    
Title of 12(b) Security Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share  
Trading Symbol NOTE.WS  
Security Exchange Name NYSE  
v3.25.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 34,009 $ 28,814
Restricted cash 644 640
Short-term investments 4,508 5,796
Accounts receivable, net 9,357 13,465
Costs capitalized to obtain revenue contracts, net 2,557 3,016
Prepaid expenses 2,666 2,548
Other current assets 2,931 2,908
Total current assets 56,672 57,187
Property and equipment, net 4,582 5,051
Capitalized software costs, net 12,348 15,099
Noncurrent costs capitalized to obtain revenue contracts, net 2,644 3,197
Operating lease assets 14,580 15,620
Goodwill 139,776 159,061
Customer relationships, net 33,407 41,717
Database, net 15,112 16,147
Other intangible assets, net 9,177 13,018
Other non-current assets 51 100
Total assets 288,349 326,197
Current liabilities:    
Current maturities of long-term debt 0 36
Accounts payable and accrued expenses 7,641 8,462
Deferred revenue, current portion 32,729 35,253
Customer deposits 1,089 1,850
Operating lease liabilities, current portion 3,267 3,386
Other current liabilities 706 2,266
Total current liabilities 45,432 51,253
Long-term debt, net of current maturities 116,748 147,041
Deferred tax liabilities 615 1,934
Deferred revenue, net of current portion 454 222
Operating lease liabilities, net of current portion 20,948 22,490
Public and private warrant liabilities 1,522 2,458
Other non-current liabilities 4,816 2,968
Total liabilities 190,535 228,366
Commitment and contingencies (Note 16)
Temporary equity (2,596,050 Class A Common Stock issued and outstanding at June 30, 2025) 2,719  
Stockholders' equity:    
Additional paid-in capital 914,362 899,929
Accumulated other comprehensive income (loss) 5,137 4,786
Accumulated deficit (824,420) (806,899)
Total stockholders' equity 95,095 97,831
Total liabilities, temporary equity and stockholders' equity 288,349 326,197
Common Class A    
Stockholders' equity:    
Common stock value 15 14
Common Class B    
Stockholders' equity:    
Common stock value $ 1 $ 1
v3.25.2
Condensed Consolidated Balance Sheet (Parenthetical) (Unaudited)
Jun. 30, 2025
$ / shares
shares
Common Class A  
Common stock par value | $ / shares $ 0.0001
Common stock, shares authorized 1,700,000,000
Common stock, shares, issued 155,049,637
Common stock, shares, outstanding 155,049,637
Temporary equity, common stock issued 2,596,050
Temporary equity, common stock outstanding 2,596,050
Common Class B  
Common stock par value | $ / shares $ 0.0001
Common stock, shares authorized 9,000,000
Common stock, shares, issued 8,290,921
Common stock, shares, outstanding 8,290,921
v3.25.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Revenues:        
Total revenues $ 23,264 $ 29,246 $ 50,775 $ 61,358
Operating expenses:        
Cost of revenues, including amortization [1] 4,948 6,863 11,932 14,107
Research and development [1] 2,267 3,205 5,370 6,685
Sales and marketing [1] 6,692 9,001 14,451 18,416
Editorial [1] 3,472 4,453 8,270 9,113
General and administrative [1] 11,378 11,260 27,676 27,336
Amortization of intangible assets [1] 1,934 2,420 4,265 5,105
Transaction (gains) costs, net [1]       (4)
Total operating expenses [1] 30,691 37,202 71,964 80,758
Operating loss (7,427) (7,956) (21,189) (19,400)
Loss (gain) on sale of business (Note 4) 319   (15,424) (71,599)
Interest expense, net 4,338 5,320 9,465 12,682
Change in fair value of financial instruments 1,577 (854) 906 (327)
Loss on debt extinguishment     1,784  
Other (income) expense, net 405 18 435 259
Net (loss) income before income taxes (14,066) (12,440) (18,355) 39,585
(Benefit) provision from income taxes (795) 324 (834) 1,750
Net (loss) income (13,271) (12,764) (17,521) 37,835
Other comprehensive income (loss) 50 55 351 (61)
Total comprehensive (loss) income $ (13,221) $ (12,709) $ (17,170) $ 37,774
Earnings (loss) per share attributable to common shareholders (Note 13):        
Basic $ (0.08) $ (0.09) $ (0.11) $ 0.28
Diluted $ (0.08) $ (0.09) $ (0.11) $ 0.28
Weighted average shares used in computing earnings (loss) per share attributable to common shareholders:        
Basic 160,000,492 134,407,109 155,668,949 132,763,763
Diluted 160,000,492 134,407,109 155,668,949 132,763,763
Subscription        
Revenues:        
Total revenues $ 21,380 $ 27,151 $ 46,612 $ 56,777
Advisory, advertising, and other        
Revenues:        
Total revenues $ 1,884 $ 2,095 $ 4,163 $ 4,581
[1] Amounts include stock-based compensation expenses, as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues, including amortization

 

$

45

 

 

$

107

 

 

$

60

 

 

$

208

 

Research and development

 

 

258

 

 

 

374

 

 

 

584

 

 

 

684

 

Sales and marketing

 

 

366

 

 

 

270

 

 

 

451

 

 

 

696

 

Editorial

 

 

150

 

 

 

165

 

 

 

216

 

 

 

265

 

General and administrative

 

 

3,145

 

 

 

2,613

 

 

 

6,028

 

 

 

7,851

 

 
v3.25.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Stock-based compensation expenses $ 23 $ 41 $ 65 $ 172
Cost of Revenues, Including Amortization        
Stock-based compensation expenses 45 107 60 208
Research and Development        
Stock-based compensation expenses 258 374 584 684
Sales and Marketing Expense        
Stock-based compensation expenses 366 270 451 696
Editorial        
Stock-based compensation expenses 150 165 216 265
General and Administrative        
Stock-based compensation expenses $ 3,145 $ 2,613 $ 6,028 $ 7,851
v3.25.2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
$ in Thousands
Total
Dragonfly Note Conversion
Common Class A
Preferred Stock
Common Stock
Common Stock
Common Class A
Additional Paid-in Capital
Additional Paid-in Capital
Dragonfly Note Conversion
Additional Paid-in Capital
Common Class A
Accumulated Other Comprehensive Loss
Accumulated Deficit
Beginning Balance at Dec. 31, 2023 $ 43,459       $ 12   $ 860,485     $ (622) $ (816,416)
Balance, shares at Dec. 31, 2023         129,970,750            
Issuance of Class A common stock upon vesting of restricted share units, shares           867,341          
Exercise of stock options     $ 196           $ 196    
Exercise of stock options, shares           202,327          
Stock-based compensation expense 6,175           6,175        
Withholding taxes on net share settlement of stock-based compensation and option exercises 76           76        
Change in fair value of debt instruments (Note 15) 5,707                 5,707  
Net (loss) income 50,599                   50,599
Foreign currency translation gain (loss) (116)                 (116)  
Ending Balance at Mar. 31, 2024 106,096       $ 12   866,932     4,969 (765,817)
Balance, share at Mar. 31, 2024         131,040,418            
Beginning Balance at Dec. 31, 2023 43,459       $ 12   860,485     (622) (816,416)
Balance, shares at Dec. 31, 2023         129,970,750            
Net (loss) income 37,835                    
Ending Balance at Jun. 30, 2024 106,892       $ 14   880,435     5,024 (778,581)
Balance, share at Jun. 30, 2024         139,184,754            
Beginning Balance at Mar. 31, 2024 106,096       $ 12   866,932     4,969 (765,817)
Balance, shares at Mar. 31, 2024         131,040,418            
Issuance of Class A common stock upon vesting of restricted share units, value     1     $ 1          
Issuance of Class A common stock upon vesting of restricted share units, shares           1,292,237          
Note conversion 9,967       $ 1   9,966        
Note conversion, shares         6,852,099            
Stock-based compensation expense 3,529           3,529        
Withholding taxes on net share settlement of stock-based compensation and option exercises 8           8        
Net (loss) income (12,764)                   (12,764)
Foreign currency translation gain (loss) 55                 55  
Ending Balance at Jun. 30, 2024 106,892       $ 14   880,435     5,024 (778,581)
Balance, share at Jun. 30, 2024         139,184,754            
Beginning Balance at Dec. 31, 2024 97,831       $ 15   899,929     (4,786) (806,899)
Balance, shares at Dec. 31, 2024         151,085,307            
Issuance of Class A common stock upon vesting of restricted share units, shares           888,481          
Issuance of Class A common stock upon employee stock purchase plan and exercise of stock options, shares           164,446          
Issuance of Class A common stock upon employee stock purchase plan and exercise of stock options     $ 148           $ 148    
Note conversion   $ 73           $ 73      
Note conversion, shares         67,357            
GPO convertible note interest conversion, shares         745,722            
GPO convertible note interest conversion 946           946        
Era Note (Note 8)       $ 2,719              
Era Note (Note 8), shares       2,596,050              
Era Note         (1,204,016)            
Brokerage shares issued 315           315        
Brokerage shares issued, shares         300,000            
Stock-based compensation expense 3,375           3,375        
Withholding taxes on net share settlement of stock-based compensation and option exercises (42)           (42)        
Net (loss) income (4,250)                   (4,250)
Foreign currency translation gain (loss) 301                 301  
Balance at Mar. 31, 2025       $ 2,719              
Balance, shares at Mar. 31, 2025       2,596,050              
Ending Balance at Mar. 31, 2025 98,697       $ 15   904,744     5,087 (811,149)
Balance, share at Mar. 31, 2025         152,047,297            
Beginning Balance at Dec. 31, 2024 97,831       $ 15   899,929     (4,786) (806,899)
Balance, shares at Dec. 31, 2024         151,085,307            
Net (loss) income (17,521)                    
Balance at Jun. 30, 2025 2,719     $ 2,719              
Balance, shares at Jun. 30, 2025     2,596,050 2,596,050              
Ending Balance at Jun. 30, 2025 95,095       $ 16   914,362     5,137 (824,420)
Balance, share at Jun. 30, 2025         163,340,558            
Beginning Balance at Mar. 31, 2025 98,697       $ 15   904,744     5,087 (811,149)
Balance at Mar. 31, 2025       $ 2,719              
Balance, shares at Mar. 31, 2025         152,047,297            
Balance, shares at Mar. 31, 2025       2,596,050              
Issuance of Class A common stock upon vesting of restricted share units, shares           2,408,414          
Note conversion 4,782       $ 1   4,781        
Note conversion, shares         7,193,145            
GPO convertible note interest conversion, shares         1,691,702            
GPO convertible note interest conversion 956           956        
Stock-based compensation expense 3,965           3,965        
Withholding taxes on net share settlement of stock-based compensation and option exercises (84)           (84)        
Net (loss) income (13,271)                   (13,271)
Foreign currency translation gain (loss) 50                 50  
Balance at Jun. 30, 2025 2,719     $ 2,719              
Balance, shares at Jun. 30, 2025     2,596,050 2,596,050              
Ending Balance at Jun. 30, 2025 $ 95,095       $ 16   $ 914,362     $ 5,137 $ (824,420)
Balance, share at Jun. 30, 2025         163,340,558            
v3.25.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Operating Activities:    
Net (loss) income $ (17,521,000) $ 37,835,000
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:    
Depreciation 502,000 603,000
Amortization of intangible assets and capitalized software development costs 9,576,000 10,040,000
Amortization of deferred costs to obtain revenue contracts 1,688,000 1,885,000
Gain on sale of businesses (Note 4) (15,424,000) (71,599,000)
Non-cash operating lease expense 1,015,000 1,147,000
Stock-based compensation 7,339,000 9,704,000
Bad debt expense 190,000 243,000
Change in fair value of acquisition contingent consideration 0 (4,000)
Unrealized loss on securities 71,000 80,000
Change in fair value of financial instruments 906,000 (327,000)
Deferred income taxes (61,000) (561,000)
Paid-in-kind interest, net 3,739,000 3,964,000
Non-cash interest expense 2,011,000 1,469,000
Loss on debt extinguishment, net 1,784,000  
Changes in operating assets and liabilities:    
Accounts receivable, net 1,622,000 1,939,000
Prepaid expenses and other current assets (1,111,000) (1,628,000)
Costs capitalized to obtain revenue contracts, net (1,177,000) (1,479,000)
Other non-current assets 42,000 183,000
Accounts payable and accrued expenses (6,000) (2,662,000)
Deferred revenue 5,298,000 8,974,000
Customer deposits (572,000) (774,000)
Other current liabilities (1,072,000) 1,791,000
Contingent liabilities from acquisitions, net of current portion   (13,000)
Operating lease liabilities (1,541,000) (1,737,000)
Other non-current liabilities (193,000) (61,000)
Net cash used in operating activities (2,895,000) (988,000)
Investing Activities:    
Capital expenditures (3,474,000) (4,433,000)
Cash proceeds from the sale of business, net (Note 4) 40,269,000 91,384,000
Net cash provided by investing activities 36,795,000 86,951,000
Financing Activities:    
Proceeds from long-term debt, net of issuance costs   801,000
Principal payments of long-term debt (27,172,000) (65,754,000)
Payment of deferred financing costs (1,793,000) (7,068,000)
Proceeds from exercise of stock options and employee stock purchase plan purchases 148,000 196,000
Net cash used in financing activities (28,817,000) (71,825,000)
Effects of exchange rates on cash 116,000 (111,000)
Net change in cash, cash equivalents, and restricted cash 5,199,000 14,027,000
Cash, cash equivalents, and restricted cash, beginning of period 29,454,000 17,300,000
Cash, cash equivalents, and restricted cash, end of period 34,653,000 31,327,000
Supplemental Noncash Investing and Financing Activities:    
Issuance of common stock for conversion of debt and interest 1,902,000 9,967,000
Amounts held in escrow related to the sale of businesses 400,000 285,000
Property and equipment purchases included in accounts payable 67,000 121,000
Supplemental Cash Flow Activities:    
Cash paid for interest 4,911,000 8,509,000
Cash paid for taxes $ 834,000 $ 172,000
v3.25.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2025
Jun. 30, 2024
Pay vs Performance Disclosure            
Net Income (Loss) $ (13,271) $ (4,250) $ (12,764) $ 50,599 $ (17,521) $ 37,835
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Adoption, Modification or Termination of Rule 10-b-5-1 Plans and Certain Other Trading Arrangements

 

Name and Title

Action

Adoption/

Termination Date

Rule

10-b-5-1(1)

Non-Rule

10-b-5-1(2)

 

Total Number of Shares of Class A Common Stock to be Sold(3)

Expiration Date

Jon Slabaugh (Chief Financial Officer and Senior Vice President of Corporate Development)

Adoption

May 15, 2025

X

 

Indeterminable(4)

May 15, 2027(5)

Todd Aman (Chief Legal & Administrative Officer)

Adoption

 

May 15, 2025

 

X

 

Indeterminable(4)

 

May 15, 2027(5)

 

Paul Donnell (Chief Accounting Officer)

Adoption

 

May 15, 2025

 

X

 

Indeterminable(4)

 

May 15, 2027(5)

 

Tim Hwang (Executive Chair)

Adoption

 

May 15, 2025

 

X

 

Indeterminable(4)

 

May 15, 2027(5)

 

Josh Resnik (President and Chief Executive Officer)

Adoption

 

May 15, 2025

 

X

 

Indeterminable(4)

 

May 15, 2027(5)

 

 

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) “Non-Rule 10b-5-1 trading arrangement,"” as defined in Item 408(ac) of Regulation S-K, in order to permit the officer to satisfy the tax withholding obligations incurred upon the vesting of equity awards via "sell to cover" transactions under the Exchange Act.

(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the trading plan.

(4) Rule 10b5-1 trading arrangement that is intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from vesting of restricted stock units (RSUs). The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is not currently determinable as the number will vary based on the market price of our Class A Common Stock and the extent to which vesting conditions are satisfied. This sell-to-cover arrangement provides solely for the automatic sale of shares that would otherwise be issuable in respect of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.

(5) Unless earlier terminated in accordance with the terms of the plan.
Jon Slaubaugh  
Trading Arrangements, by Individual  
Name Jon Slabaugh
Title Chief Financial Officer and Senior Vice President of Corporate Development
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 15, 2025
Expiration Date May 15, 2027
Arrangement Duration 731 days
Todd Aman  
Trading Arrangements, by Individual  
Name Todd Aman
Title Chief Legal & Administrative Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 15, 2025
Expiration Date May 15, 2027
Arrangement Duration 731 days
Paul Donnell  
Trading Arrangements, by Individual  
Name Paul Donnell
Title Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 15, 2025
Expiration Date May 15, 2027
Arrangement Duration 731 days
Tim Hwang  
Trading Arrangements, by Individual  
Name Tim Hwang
Title Executive Chair
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 15, 2025
Expiration Date May 15, 2027
Arrangement Duration 731 days
Josh Resnik  
Trading Arrangements, by Individual  
Name Josh Resnik
Title President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 15, 2025
Expiration Date May 15, 2027
Arrangement Duration 731 days
v3.25.2
Summary of Business and Significant Accounting Policies
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Summary of Business and Significant Accounting Policies

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is a leading provider of artificial intelligence ("AI") driven policy and regulatory intelligence solutions. By uniquely combining proprietary artificial intelligence technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, the Company has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need.

Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading products and brands, FiscalNote serves thousands of customers worldwide with its global offices in North America, Europe, Asia and Australia. The Company is headquartered in Washington, D.C.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $39.2 million at June 30, 2025, compared with $35.3 million at December 31, 2024. Further, the Company had a negative working capital balance of $27.9 million (excluding cash and short-term investments) at June 30, 2025 and had an accumulated deficit of $824.4 million and $806.9 million as of June 30, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the effect of the gain on sale of businesses) of $32.9 million and $33.8 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has implemented various cost saving measures throughout 2023, 2024 and 2025 to rationalize its cost structure. Accordingly, the Company has improved its cash used in operations by approximately $67 million when comparing its cash used in operations for the twelve months ended June 30, 2025 to the cash used in operations for the twelve months ended June 30, 2023. Historically the Company has partially funded its operations through raising equity and debt as well as selling assets (see Note 4, Acquisitions and Dispositions). The Company may execute other strategic actions to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.

As described in Note 17 “Subsequent Events,” on August 12, 2025 we completed the previously reported refinancing of a substantial amount of our legacy indebtedness, including a refinance of the prior Senior Term Loan with the 2025 Senior Term Loan. The 2025 Senior Term Loan contains four financial covenants: a minimum cash balance requirement, a minimum ARR requirement, a minimum adjusted EBITDA requirement and a capital expenditure limitation. The Company expects to be in compliance with these financial covenants, and to have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. The Company’s ability to maintain compliance with these financial covenants and satisfy its cash interest and principal repayment requirements under our new 2025 Senior Term Loan are based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate, and other operating assumptions. Pursuant to the 2025 Senior Term Loan, if the Company does not maintain compliance with all of its financial covenants, the lenders may declare the amounts outstanding due and payable at which time the Company would not be able to satisfy the lenders' rights.

Segments

The Company is the leading technology provider of global policy and market intelligence and operates out of a single operating segment. The Company derives revenues from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision making ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net (loss) income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-equity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's internal planning and forecasting processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statement of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statement of Operations.

The CODM does not evaluate performance or allocate resources based on assets of the single segment, and therefore such information is not presented in the notes to the financial statements.

Earnings per Share

Basic earnings per share ("EPS") is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.

Fair Value of Financial Instruments

The Company has elected the fair value option for the GPO Convertible Note, Dragonfly Seller Convertible Notes, and the Era Convertible Notes, refer to Note 8, Debt for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred.

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the condensed consolidated statement of operations. The Company is able to easily liquidate these into cash; accordingly, the Company has presented these investments as available for current operations and are presented as short-term investments within current assets in the condensed consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At June 30, 2025, approximately 77% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, collection history of each customer, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. As of June 30, 2025 and December 31, 2024, allowance for credit losses of $1,546 and $1,343, respectively, was included in the accounts receivable, net balance.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of June 30, 2025 and December 31, 2024. Revenues derived from the U.S. Federal Government were 18% and 17% of revenues for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, assets located in the United States were approximately 97% and 85% of total assets, respectively.

As of June 30, 2025 no vendors accounted for more than 10% of the Company's accounts payable balance. Two vendors individually accounted for more than 10% of the Company’s accounts payable balance as of December 31, 2024. During the six months ended June 30, 2025 and 2024, one vendor and no vendor, respectively, represented more than 10% of the total purchases made.

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
v3.25.2
Business Combination
 6 Months Ended
Jun. 30, 2025
Acquisitions and Dispositions

Note 4. Dispositions

2025 Dispositions

On February 21, 2025 (the "Signing Date"), the Company entered into an equity purchase agreement (the "Equity Purchase Agreement") with Factiva Ltd., ("Factiva") a limited company organized under the laws of England and Wales, providing for the sale of all of the outstanding equity interests in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses”). At closing of the sale on March 31, 2025, after adjustments based on the Sold Businesses estimated working capital, indebtedness, and transaction expenses, the Company received $40,000 in cash (excluding $400 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $813 of cash acquired by Factiva). The Equity Purchase Agreement contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the Equity Purchase Agreement. As a result of the sale, the Company recorded a pre-tax gain on disposal of $15,424. The purchase price is subject to adjustment pursuant to the Equity Purchase Agreement; accordingly, the gain on sale may increase, or decrease, as the case may be, upon finalization of the purchase price.

The proceeds from the sale were used in part to prepay and retire $27,136 of term loans under the Company’s Credit Agreement, and pay $1,793 of related prepayment and exit fees associated with the retired amount. The remaining $11,071 of net proceeds were retained by the Company to pay for related transaction costs, cash taxes that may result from the sale, and general corporate purposes. As part of the sale, the Company recorded a current tax receivable for federal and state income tax of $281.

The Company determined that Oxford Analytica and Dragonfly were not significant subsidiaries, and their sale did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for the Sold Businesses were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

2024 Disposition

Sale of Board.org

On March 11, 2024, the Company entered into an agreement (the "Purchase Agreement") to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (“Exec Connect”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by Exec Connect). The Company was entitled to receive an earn-out payment of up to $8,000, less the amount of certain retention payments potentially owing to the former Board.org employees, if the Board.org business achieved specified revenue targets for fiscal year 2024. These revenue targets were not met. The Purchase Agreement contains representations, warranties and indemnification obligations of the parties customary for

transactions similar to those contemplated by the Purchase Agreement. As a result of the sale of Board.org, the Company recorded a pre-tax gain on disposal of $71,599, inclusive of the $785 of funds placed in escrow that the Company anticipated receiving and $50 of estimated post-closing purchase price adjustment. On June 6, 2024, the Company received $500 of the $785 placed in escrow and finalized the post-closing purchase price adjustment. At December 31, 2024 the Company had $285 included in other current assets representing the remaining balance held in escrow pursuant to the Purchase Agreement. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Company’s Credit Agreement, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Pursuant to the Employee Lease Agreement entered into in connection with the closing of the sale of Board.org, the Company was the employer of record for the Board.org employees until June 30, 2024. Under the terms of the Employee Lease agreement, the Company was responsible for the payment of salaries and benefits to the Board.org employees at the direction of the Buyer, until the Buyer legally assumed those employees. On July 1, 2024 the Buyer became the employer of record for the Board.org employees and all services under the Employee Lease Agreement ceased.

Additionally, the Company entered into a Transition Services Agreement in connection with the closing of the sale of Board.org whereby the Company provided certain transitional support services from March 11, 2024 to June 30, 2024 and the buyer reimbursed FiscalNote for certain direct costs of those services. No material costs were incurred under the Transition Services Agreement during the period from March 11, 2024 to June 30, 2024.

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Prior Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

DSAC  
Acquisitions and Dispositions

Note 2. Business Combination with DSAC

On July 29, 2022, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the closing on July 29, 2022. Subsequent to the closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE.WS,” respectively. The Company accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the closing of the Business Combination Agreement, FiscalNote also entered into the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “New Senior Lenders”), pursuant to which a new senior term loan was consummated simultaneously with the Closing (the "Prior Senior Term Loan").
v3.25.2
Revenues
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Revenues

Note 3. Revenues

Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Subscription

 

$

21,380

 

 

$

27,151

 

 

$

46,612

 

 

$

56,777

 

Advisory

 

 

313

 

 

 

965

 

 

 

1,376

 

 

 

2,222

 

Advertising

 

 

500

 

 

 

308

 

 

 

955

 

 

 

822

 

Books

 

 

4

 

 

 

33

 

 

 

6

 

 

 

181

 

Other revenue

 

 

1,067

 

 

 

789

 

 

 

1,826

 

 

 

1,356

 

Total

 

$

23,264

 

 

$

29,246

 

 

$

50,775

 

 

$

61,358

 

Revenue by Geographic Locations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

North America

 

$

21,699

 

 

$

23,064

 

 

$

43,609

 

 

$

49,061

 

Europe

 

 

1,255

 

 

 

5,382

 

 

 

6,552

 

 

 

10,651

 

Australia

 

 

310

 

 

 

319

 

 

 

614

 

 

 

622

 

Asia

 

 

-

 

 

 

481

 

 

 

-

 

 

 

1,024

 

Total

 

$

23,264

 

 

$

29,246

 

 

$

50,775

 

 

$

61,358

 

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. North America revenue consists solely of revenue attributed to the United States. For the three months ended June 30, 2025 and 2024, revenue attributed to the United Kingdom represented approximately 0% and 14% of total revenues, respectively. For the six months ended June 30, 2025 and 2024, revenue attributed to the United Kingdom represented approximately 8% and 13% of total revenues, respectively. No other foreign country represented more than five percent of total revenue during the three and six months ended June 30, 2025 and 2024.

Contract Assets

The Company had contract assets of $769, $1,240, and $1,183 as of June 30, 2025, December 31, 2024, and December 31, 2023, respectively. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash

collections. They represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. They are recorded as part of other current assets on the condensed consolidated balance sheets.

Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2023

 

$

44,405

 

Sale of Board.org

 

 

(9,117

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(29,664

)

New deferrals, net of amounts recognized in the current period

 

 

38,632

 

Effects of foreign currency

 

 

(126

)

Balance at June 30, 2024

 

$

44,130

 

 

 

 

 

Balance at December 31, 2024

 

$

35,475

 

Sale of Dragonfly and Oxford Analytica

 

 

(7,342

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(25,871

)

New deferrals, net of amounts recognized in the current period

 

 

30,453

 

Effects of foreign currency

 

 

468

 

Balance at June 30, 2025

 

$

33,183

 

Costs Capitalized to Obtain Revenue Contracts

During the six months ended June 30, 2025 and 2024, the Company capitalized $1,124 and $1,476, respectively, of costs to obtain revenue contracts. The Company amortized costs capitalized to obtain revenue contracts in the amount of $804 and $876 to sales and marketing expense during the three months ended June 30, 2025 and 2024, respectively, and $1,688 and $1,885 during the six months ended June 30, 2025 and 2024, respectively. There were no impairments of costs capitalized to obtain revenue contracts for the three and six months ended June 30, 2025 and 2024.

Unsatisfied Performance Obligations

At June 30, 2025, the Company had $75,159 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this over the next five years.
v3.25.2
Acquisitions and Dispositions
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Acquisitions and Dispositions

Note 4. Dispositions

2025 Dispositions

On February 21, 2025 (the "Signing Date"), the Company entered into an equity purchase agreement (the "Equity Purchase Agreement") with Factiva Ltd., ("Factiva") a limited company organized under the laws of England and Wales, providing for the sale of all of the outstanding equity interests in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses”). At closing of the sale on March 31, 2025, after adjustments based on the Sold Businesses estimated working capital, indebtedness, and transaction expenses, the Company received $40,000 in cash (excluding $400 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $813 of cash acquired by Factiva). The Equity Purchase Agreement contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the Equity Purchase Agreement. As a result of the sale, the Company recorded a pre-tax gain on disposal of $15,424. The purchase price is subject to adjustment pursuant to the Equity Purchase Agreement; accordingly, the gain on sale may increase, or decrease, as the case may be, upon finalization of the purchase price.

The proceeds from the sale were used in part to prepay and retire $27,136 of term loans under the Company’s Credit Agreement, and pay $1,793 of related prepayment and exit fees associated with the retired amount. The remaining $11,071 of net proceeds were retained by the Company to pay for related transaction costs, cash taxes that may result from the sale, and general corporate purposes. As part of the sale, the Company recorded a current tax receivable for federal and state income tax of $281.

The Company determined that Oxford Analytica and Dragonfly were not significant subsidiaries, and their sale did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for the Sold Businesses were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

2024 Disposition

Sale of Board.org

On March 11, 2024, the Company entered into an agreement (the "Purchase Agreement") to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (“Exec Connect”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by Exec Connect). The Company was entitled to receive an earn-out payment of up to $8,000, less the amount of certain retention payments potentially owing to the former Board.org employees, if the Board.org business achieved specified revenue targets for fiscal year 2024. These revenue targets were not met. The Purchase Agreement contains representations, warranties and indemnification obligations of the parties customary for

transactions similar to those contemplated by the Purchase Agreement. As a result of the sale of Board.org, the Company recorded a pre-tax gain on disposal of $71,599, inclusive of the $785 of funds placed in escrow that the Company anticipated receiving and $50 of estimated post-closing purchase price adjustment. On June 6, 2024, the Company received $500 of the $785 placed in escrow and finalized the post-closing purchase price adjustment. At December 31, 2024 the Company had $285 included in other current assets representing the remaining balance held in escrow pursuant to the Purchase Agreement. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Company’s Credit Agreement, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Pursuant to the Employee Lease Agreement entered into in connection with the closing of the sale of Board.org, the Company was the employer of record for the Board.org employees until June 30, 2024. Under the terms of the Employee Lease agreement, the Company was responsible for the payment of salaries and benefits to the Board.org employees at the direction of the Buyer, until the Buyer legally assumed those employees. On July 1, 2024 the Buyer became the employer of record for the Board.org employees and all services under the Employee Lease Agreement ceased.

Additionally, the Company entered into a Transition Services Agreement in connection with the closing of the sale of Board.org whereby the Company provided certain transitional support services from March 11, 2024 to June 30, 2024 and the buyer reimbursed FiscalNote for certain direct costs of those services. No material costs were incurred under the Transition Services Agreement during the period from March 11, 2024 to June 30, 2024.

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Prior Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

v3.25.2
Leases
 6 Months Ended
Jun. 30, 2025
Leases [Abstract]  
Leases

Note 5. Leases

The Company has operating leases, principally for corporate offices under non-cancelable operating leases that expire at various dates through 2031. The non-cancellable base terms of these remaining leases typically range from one to six years. Certain lease agreements include options to renew or terminate the lease, which are not factored into the determination of lease payments if they are not reasonably certain to be exercised.

The following table details the composition of lease expense for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating lease cost

 

$

1,036

 

 

$

1,206

 

 

$

2,111

 

 

$

2,444

 

Variable lease cost

 

 

58

 

 

 

56

 

 

 

114

 

 

 

150

 

Short-term lease cost

 

 

5

 

 

 

53

 

 

 

45

 

 

 

90

 

Total lease costs

 

$

1,099

 

 

$

1,315

 

 

$

2,270

 

 

$

2,684

 

Sublease income

 

$

(27

)

 

$

(25

)

 

$

(54

)

 

$

(51

)

 

Cash payments related to operating lease liabilities were $1,318 and $1,481 for the three months ended June 30, 2025 and 2024, respectively and $2,682 and $2,980 for the six months ended June 30, 2025 and 2024, respectively.

v3.25.2
Intangible Assets
 6 Months Ended
Jun. 30, 2025
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets

Note 6. Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

 

 

June 30, 2025

 

 

December 31, 2024

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) June 30, 2025

 

Customer relationships

 

$

67,352

 

 

$

(33,945

)

 

$

33,407

 

 

$

76,584

 

 

$

(34,867

)

 

$

41,717

 

 

 

7.4

 

Developed technology

 

 

22,186

 

 

 

(18,573

)

 

 

3,613

 

 

 

29,015

 

 

 

(23,662

)

 

 

5,353

 

 

 

6.0

 

Databases

 

 

29,145

 

 

 

(14,033

)

 

 

15,112

 

 

 

29,135

 

 

 

(12,988

)

 

 

16,147

 

 

 

7.4

 

Tradenames

 

 

9,325

 

 

 

(4,771

)

 

 

4,554

 

 

 

10,808

 

 

 

(5,100

)

 

 

5,708

 

 

 

7.1

 

Expert network

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,654

 

 

 

(1,715

)

 

 

939

 

 

 

-

 

Patents

 

 

871

 

 

 

(241

)

 

 

630

 

 

 

841

 

 

 

(232

)

 

 

609

 

 

 

17.1

 

Content library

 

 

592

 

 

 

(212

)

 

 

380

 

 

 

592

 

 

 

(183

)

 

 

409

 

 

 

6.4

 

Total

 

$

129,471

 

 

$

(71,775

)

 

$

57,696

 

 

$

149,629

 

 

$

(78,747

)

 

$

70,882

 

 

 

 

Finite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. Amortization of intangible assets, excluding developed technology, was $1,934 and $2,420 for the three months ended June 30, 2025 and 2024, respectively, and $4,265 and $5,105 for the six months ended June 30, 2025 and 2024, respectively.

Amortization of developed technology was recorded as part of cost of revenues, including amortization in the amount of $160 and $763 for the three months ended June 30, 2025 and 2024, respectively, and $366 and $1,528 for the six months ended June 30, 2025 and 2024, respectively.

The expected future amortization expense for intangible assets as of June 30, 2025 is as follows:

2025 (remainder)

 

$

4,194

 

2026

 

 

8,329

 

2027

 

 

8,324

 

2028

 

 

8,031

 

2029

 

 

7,722

 

Thereafter

 

 

21,096

 

Total

 

$

57,696

 

Capitalized software development costs

Capitalized software development costs are as follows:

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

34,811

 

 

$

(22,463

)

 

$

12,348

 

 

$

34,946

 

 

$

(19,847

)

 

$

15,099

 

During the six months ended June 30, 2025 and 2024, the Company capitalized interest on capitalized software development costs in the amount of $85 and $273, respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues, including amortization in the amount of $1,619 and $1,744 for the three months ended June 30, 2025 and 2024, respectively, and $4,945 and $3,407 for the six months ended June 30, 2025 and 2024, respectively. The estimated useful life is determined at the time each project is placed in service.
v3.25.2
Goodwill
 6 Months Ended
Jun. 30, 2025
Goodwill [Roll Forward]  
Goodwill

Note 7. Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but are rather tested for impairment at least annually as of October 1 of each year.

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2024

 

$

159,061

 

Sale of Dragonfly and Oxford Analytica

 

 

(20,236

)

Impact of foreign currency fluctuations

 

 

951

 

Balance at June 30, 2025

 

$

139,776

 

On January 1, 2025, effective with the appointment of our new CEO, the Company reassessed its goodwill reporting units and determined that the Company now operates out of a single reporting unit. Accordingly, the Company performed a quantitative goodwill impairment assessment immediately prior to, and on, January 1, 2025, which resulted in no impairment of goodwill.

The fair value estimate of the Company's single reporting unit was derived based on an income approach. Under the income approach, the Company estimated the fair value of the single reporting unit based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current

macroeconomic, industry, and market conditions. The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows.

Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or goodwill.

v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt

Note 8. Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

 

 

June 30, 2025

 

 

December 31, 2024

 

Prior Senior Term Loan

 

$

61,837

 

 

$

88,595

 

GPO Convertible Note

 

 

36,446

 

 

 

36,524

 

Amended Legacy Notes

 

 

6,525

 

 

 

16,165

 

Dragonfly Seller Convertible Notes

 

 

9,839

 

 

 

8,979

 

Era Convertible Note

 

 

5,209

 

 

 

-

 

PPP loan

 

 

-

 

 

 

36

 

Total gross debt

 

 

119,856

 

 

 

150,299

 

Debt issuance costs

 

 

(3,108

)

 

 

(3,222

)

Total

 

 

116,748

 

 

 

147,077

 

Less: Current maturities

 

 

-

 

 

 

(36

)

Total Long-term debt

 

$

116,748

 

 

$

147,041

 

 

Prior Senior Term Loan / 2025 Senior Term Loan

On July 29, 2022, concurrent with the closing of the Company's Business Combination, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a senior credit agreement (the "Credit Agreement") as amended from time to time providing for a senior term loan consisting of a fully funded principal amount of $150,000 and an uncommitted incremental loan facility totaling $100,000 available upon notice if the Company meets certain financial growth criteria and other customary requirements (the “Incremental Term Facility”) (collectively the “Senior Credit Facility”). The annual interest of the Prior Senior Term Loan consists of two components: (a) a cash interest component of the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly. The Senior Credit Facility would have matured on July 29, 2027.

On March 17, 2023, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement. Among other things, Amendment No. 1 provided for the extension of an incremental term loan by one of the lenders under the facility in the principal amount of $6,000 which was received by the Company on March 31, 2023, on the same terms as the existing term loans (the “Incremental Facility”). In connection with the funding of the Incremental Facility, the Company issued the lender warrants expiring July 15, 2027, to purchase up to 80,000 Class A Common Stock at an exercise price of $0.01 per share, in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation D promulgated thereunder. The lender warrants represented a non-cash financing activity.

On May 16, 2023, the Company entered into Amendment No. 2 ("Amendment No. 2") to the Credit Agreement. Among other things, Amendment No. 2 joined Dragonfly Eye Limited and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company, as Guarantors under the Credit Agreement.

On August 3, 2023, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement. Among other things, Amendment No. 3 provided for: (a) the extension of the July 2023 Deferred Fee from July 29, 2023 to July 29, 2024, (b) the increase of the July 2023 Deferred Fee from $1,734 to $2,034, (c) an increase of the Restatement Date Final Payment (as defined in Amendment No. 3) from $7,410 to $8,970 and (d) the revision to the minimum annual recurring revenue ("ARR") and adjusted EBITDA covenants (as both are defined in the Credit Agreement).

In connection with the completion of the sale of Board.org on March 11, 2024, the Company also entered into Amendment No. 4 to the Credit Agreement (the “Amendment No. 4”), pursuant to which, among other things, the lenders consented to the release of the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent prepayment of $65,700 of term loans under the Credit Agreement. The Company also made a payment of $1,314 and $5,754 of related prepayment and exit fees, respectively.

In addition, Amendment No. 4 extended the commencement of amortization payments under the Credit Agreement from August 15, 2025 to August 15, 2026, with such payments to fully amortize the term loans by the maturity date of July 15, 2027. Amendment No. 4 also increased the Company’s minimum liquidity covenant to $22,500 and modified the Company’s minimum ARR and adjusted EBITDA (as defined in the Credit Agreement, as amended) in order to appropriately reflect the sale of Board.org and the absence of its future contributions to the Company’s overall financial performance and position.

In connection with the completion of the sale of Aicel Technologies on October 31, 2024, the Company repaid $5,000 of term loans under the Credit Agreement. The Company also made a payment of $50 and $281 of related prepayment and exit fees, respectively.

In connection with the completion of the sale of Oxford Analytica and Dragonfly on March 31, 2025, the Company also entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”), pursuant to which, among other things, the lenders consented to releasing

the liens on Oxford Analytica and Dragonfly's assets and permitting the consummation of the sale in exchange for the permanent retirement of $27,136 of term loans under the Prior Senior Term Loan and payment of $1,793 of related prepayment and exit fees. In Amendment No. 5, the lenders also waived their rights upon default retroactive to December 31, 2024. Amendment No. 5 also increased the Company’s minimum liquidity covenant and modified the Company’s minimum ARR and adjusted EBITDA covenants, as defined in the Prior Senior Term Loan, in order to appropriately reflect the sale of Oxford Analytica and Dragonfly and the absence of their respective future contributions to the Company’s overall financial performance and position.

On May 2, 2025, the Company also entered into Amendment No. 6 to the Prior Senior Term Loan (“Amendment No. 6”), pursuant to which, among other things, the lenders consented to the sale of TimeBase and agreed that, automatically upon receipt by the lenders of $3,175 from the proceeds of the sale of TimeBase, the lenders will release TimeBase as a guarantor under the Credit Agreement, along with the liens granted on the equity and assets of TimeBase. In addition, effective upon the consummation of the sale of TimeBase, the Credit Agreement Amendment will modify the Company’s minimum ARR requirements, as well as the permitted add-backs to adjusted EBITDA, under the Credit Agreement in order to appropriately reflect the sale of TimeBase and the absence of its future contributions to the Company’s overall financial performance and position. As disclosed in Note 17, Subsequent Events, the Company closed on the sale of Timebase on July 1, 2025 and paid the lenders the required prepayment.

The Prime Rate in effect for the Prior Senior Term Loan was 7.50% at June 30, 2025. For the six months ended June 30, 2025 and 2024, the Company incurred $4,731 and $8,084 and $378 and $599 of cash interest and paid-in-kind interest, respectively, on the Prior Senior Term Loan. Paid-in-kind interest is reflected as a component of the carrying value of the Prior Senior Term Loan as the payment of such interest will occur upon the settlement of the Prior Senior Term Loan.

The Company may prepay the Prior Senior Term Loan in whole, subject to a 1.0% prepayment fee if prepaid prior to July 30, 2025, and no prepayment fee if prepaid on or after July 30, 2025. The July 2023 Deferred Fee, as previously amended, of $2,034 was paid as part of Amendment No. 4. Accordingly, the Company recognized the accretion of the July 2023 Deferred Fee as interest expense through March 11, 2024. Prior to Amendment No. 5, the Company had $4,969 of deferred fees due at the earlier of prepayment or maturity of the Prior Senior Term Loan which were amortized over the term of the Prior Senior Term Loan using the effective interest method. On March 31, 2025, and as a result of Amendment No. 5, the Company had $3,448 of deferred fees outstanding, the accretion of which the Company will recognize as interest expense through the maturity date of the Prior Senior Term Loan. The $271 of prepayment fee paid on March 31, 2025 was treated as a debt discount. The amortization recorded for the three months ended June 30, 2025 and 2024 was $889 and $166, respectively, and $1,638 and $812 for the six months ended June 30, 2025 and 2024, respectively, and is included within interest expense in the condensed consolidated statements of operations and comprehensive income (loss). The remaining unamortized debt discount at June 30, 2025 is $3,081, excluding any deferred fees, and is reflected net against debt on the condensed consolidated balance sheets.

On August 12, 2025 the Company retired all of its then outstanding obligations under the Prior Senior Term Loan totaling approximately $62.7 million (including accrued and unpaid interest and deferred finance costs) and replaced it with the 2025 Senior Term Loan. See Note 17, "Subsequent Events."

GPO Convertible Note

On June 30, 2023 (the “Subscription Date”), the Company entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “Investor”) pursuant to which (i) the Investor returned 5,881,723 shares of Class A Common Stock held by the Investor to the Company for cancellation, (ii) the Company issued to the Investor a subordinated convertible promissory note in an initial principal amount of $46,794 (the “GPO Convertible Note”), and (iii) the parties agreed to a mutual settlement and release of all claims including, but not limited to, any claims by the Investor for additional shares or money damages resulting from the entry into the Merger Agreement, relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the Investor. The exchange and settlement are non-cash exchanges in the condensed consolidated statement of cash flows. The before mentioned transactions closed on July 3, 2023.

The GPO Convertible Note will mature on July 3, 2028, unless earlier redeemed or repurchased by the Company or converted in accordance with the terms thereof. The GPO Convertible Note bears interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest will be payable in kind by adding interest to the principal amount of the GPO Convertible Note; and (ii) for any period thereafter, interest will be payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest.

The GPO Convertible Note is subordinate to the Company’s obligations under its Prior Senior Term Loan which limits certain actions that the Company and the Investor may take under the GPO Convertible Note. At any time prior to the July 3, 2028 maturity date, the Investor is entitled to convert all or any portion of the principal amount of the GPO Convertible Note and accrued interest thereon into shares of Class A Common Stock at $7.12 per share. The GPO Convertible Note is subject to customary anti-dilution adjustments for stock splits and similar transactions and, subject to standard exceptions, weighted average anti-dilution protection. The principal amount, together with accrued interest thereon, of the GPO Convertible Note is redeemable by the Company in whole or in part based on certain conditions as defined in the GPO Convertible Note. Pursuant to the terms of the GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024 the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, since September 30, 2024, the Company issued 4,152,716 Class A Common Shares, in the aggregate, in satisfaction of quarterly interest. The Company expects to satisfy future quarterly interest payments in shares.

The Company elected to account for the GPO Convertible Note using the fair value option. The GPO Convertible Note was recorded at its June 30, 2023 acquisition date fair value of $36,583. The Company initially recorded a loss contingency of $11,700 in its fiscal year 2022 financial statements representing the difference between the fair value of the shares returned by the Investor and the fair value of the

GPO Convertible Note on the date of exchange. With the execution of the Exchange and Settlement Agreement and GPO Convertible Note, the Company recorded an additional non-cash loss on settlement with GPO of $3,474 in the condensed consolidated statement of operations for the six months ended June 30, 2024. The fair market value at June 30, 2025 and December 31, 2024 was $36,446 and $36,524, respectively. The unrealized change in the fair value of the GPO Convertible Note of $4,443 is recorded in accumulated other comprehensive income for the period ended June 30, 2024 and the non-cash gain was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) in the amount of a gain of $937 and $1,117 for the three and six months ended June 30, 2024. The non-cash loss of $742 and non-cash gain of $78 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025, respectively. The Company incurred total interest expense related to the GPO Convertible note of $956 and $938 for the three months ended June 30, 2025 and 2024 and $1,902 and $1,859 for the six months ended June 30, 2025 and 2024, respectively.

On August 12, 2025 the Company paid the holder of the GPO Convertible Note $27.0 million to redeem $30.0 million of aggregate principal under the GPO Convertible Note and exchanged the remaining principal amount of the GPO Convertible Note for a new convertible note with a principal balance of $20.4 million maturing in November 2029. See Note 17, "Subsequent Events."

Convertible Notes

Purchased Original Notes

On March 17, 2025 and March 20, 2025, investors holding two convertible notes originally issued in 2020 and assumed by the Company in connection with the Business Combination, with a principal and accrued paid-in-kind interest balance of $5,769 (the "Purchased Original Notes"), sold their convertible notes to EGT 11 LLC (the "Exchange Investor"). In connection with the acquisition of the Purchased Original Notes by the Exchange Investor, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) on March 17, 2025, pursuant to which the Company cancelled the Purchased Original Notes and in exchange (i) issued a convertible note to the Exchange Investor, for $5,500 on March 17, 2025 and (ii) issued a second convertible note for $269 on March 20, 2025 (collectively, the "Third Era Convertible Note"). The acquisition of the Purchased Original Notes by the Exchange Investor and the Exchange Agreement resulted in the extinguishment of the Purchased Original Notes. Accordingly, the Company recognized a loss on debt extinguishment of $1,784 during the six months ended June 30, 2025. The Company incurred total interest expense related to the Purchased Original Notes, including the amortization of the various discounts, of $206 during the three months ended June 30, 2024 and $202 and $411 during the six months ended June 30, 2025 and 2024, respectively.

Amended Legacy Notes

On March 25, 2025 (the "Amendment Date"), the Company entered into a letter agreement (the “Amendment”) with the holders (the "Legacy Investors") of two convertible notes originally issued in 2020 and assumed by the Company in connection with the Business Combination (the "Legacy Notes") with a principal and accrued paid-in-kind interest balance of $10,961 modifying certain provisions in favor of each of the Legacy Investors. The Legacy Notes are unsecured and earn payable in kind interest of 15% per annum, payable annually in arrears. The Maturity Date of the Legacy Notes was July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes may be accelerated upon certain events of default, as defined with the Legacy Notes.

Subject to certain limitations, the Amendments permit the Company to convert, at its election and from time to time, up to the Applicable Amount (as defined below) of the Legacy Notes into shares (the “Legacy Conversion Shares”) of the Company’s common stock at a conversion price based on the volume weighted average market price of the common stock for the five consecutive trading day period prior to the date of conversion (the “Conversion Price”). The “Applicable Amount” for purposes of the Company’s conversion right means up to 20% of the outstanding principal amount of the Legacy Notes as of the Amendment Date plus paid-in-kind interest through the Original Maturity Date, and the Company may only subsequently exercise its conversion right after all Legacy Conversion Shares previously issued to the Legacy Investors have been sold. Pursuant to the Amendments, the Company may also be required to pay cash or issue additional shares of common stock (the “Legacy Additional Shares”) to the Legacy Investors to the extent that the Legacy Investors’ sales of the Legacy Conversion Shares prior to the Original Maturity Date do not generate net cash proceeds to the Legacy Investors equal to the aggregate outstanding principal amount of such Legacy Notes as of the Amendment Date plus (a) all paid-in-kind interest that would accrue under the Legacy Notes through the Original Maturity Date and (b) all brokerage fees, costs and expenses in selling the Legacy Conversion Shares (the “Repayment Amount”). Any Legacy Additional Shares would be issued by the Company at the Conversion Price. In addition, if the Legacy Investors’ sales of the Legacy Conversion Shares do not generate net cash proceeds equal to the Repayment Amount by the Original Maturity Date, the interest rate under the Legacy Notes would be increased to 25% per annum (the “Additional Interest”) and the then-outstanding principal amount of the Legacy Notes plus all paid-in-kind interest (reduced by the net cash proceeds received by the Legacy Investors from the prior sales of the Legacy Conversion Shares, plus any previous cash payments made by the Company to the Legacy Investors (after payment of all brokerage fees, costs and expenses in selling the Legacy Conversion Shares and/or Additional Shares, if any) would be doubled (the "Maturity Date Repayment Amount Difference” and with the Additional Interest, the “Extended Maturity Date Payment”). The Extended Maturity Date Payment would be due to the Legacy Investors by the Extended Maturity Date, and would be payable in cash or by promptly issuing a number of duly authorized, validly issued, fully paid and non-assessable shares of common stock (the “Extended Maturity Date Shares”), equal to the quotient produced by dividing the (i) Maturity Date Repayment Amount Difference plus (a) all Additional Interest thereon that would accrue through the Extended Maturity Date and (b) all fees, costs and expenses of the broker in selling the Extended Maturity Date Shares by (ii) the Conversion Price. If (a) the Legacy Notes remain outstanding until or after the Original Maturity Date, or there is an Extended Maturity Date, and (b) the Company effects a conversion event or a change of control within twelve (12) months after repayment, then (whether or not the Legacy Notes has been so repaid) the Legacy Investors shall be entitled to either (i) participate in such conversion event at the conversion price or (ii) to receive the same consideration it would have in the change of control if the Legacy Notes had remained outstanding (less the amount repaid by the Company, if applicable). If the Legacy Investors sell Conversion Shares and/or Additional Shares and the aggregate net cash proceeds in respect thereof received by the Investors equals the

Repayment Amount, (a) the Investors shall forfeit the remaining Conversion Shares and/or Additional Shares, as the case may be, and (b) any remaining amount owed in respect of the principal amount and/or accrued interest thereon shall be cancelled. In addition, if the Legacy Investors sell Extended Maturity Date Shares and the aggregate net cash proceeds in respect thereof received by the Legacy Investors equals the Extended Maturity Date Payment, (a) the Legacy Investors shall forfeit the remaining Extended Maturity Date Shares and (b) any remaining amount owed in respect of the Maturity Date Repayment Amount Difference plus Additional Interest thereon that would accrue through the Extended Maturity Date shall be cancelled.

Pursuant to the terms of the amended Legacy Notes, during the three months ended June 30, 2025 the Company converted $4,812 of the Legacy Notes into 7,193,145 Common Shares. At June 30, 2025, the Company has recognized a non-current liability on the condensed consolidated balance sheet of $700 reflecting the difference between the amount of the cash raised and the Applicable Amount converted. The resulting non-cash charge of $669 is recognized in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025.

The Company incurred total interest expense related to the Legacy Notes, including the amortization of the various discounts, of $454 and $395 during the three months ended June 30, 2025 and 2024 and $902 and $788 during the six months ended June 30, 2025 and 2024, respectively.

On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the original maturity date to August 15, 2025. On August 12, 2025, the Company retired all of its then outstanding obligations under the Amended Legacy Notes by paying the holders $3.6 million in cash. See Note 17, "Subsequent Events."

Dragonfly Seller Convertible Notes

In connection with the Company's acquisition of Dragonfly, the Company financed part of the purchase with the issuance of convertible notes. The Dragonfly Convertible Notes were issued in a principal amount of £8,929 pounds sterling (approximately $11,050 on January 23, 2023, the closing date of the acquisition of Dragonfly by the Company), with interest at an annual rate of 8%, which can be paid in cash or paid-in-kind. The paid-in-kind interest will be annually credited to the principal amount. All principal and accrued interest are due upon maturity on January 27, 2028. The Company can convert any portion of the principal and accrued interest at the volume weighted-average price for the five consecutive trading day period ending on the last trading day of the calendar month preceding the date the Company provides notice of conversion to the Sellers. The lender has the right to convert the outstanding principal and accrued interest for FiscalNote common stock at $10.00 per share, subject to adjustment in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to common stock.

In January 2025 one of the noteholders voluntarily elected to convert £547 pounds sterling (approximately $702) pursuant to the lender conversion right of $10.00 per share; accordingly, the Company issued the holder 67,357 shares of the Company's common stock with a fair value of $67. The non-cash gain of $635 recognized upon this conversion was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025.

The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The fair market value at June 30, 2025 and at December 31, 2024 was $9,839 and $8,979, respectively. The non-cash loss of $91 and $63 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2025, respectively. The unrealized change in the fair value of the Dragonfly Seller Convertible Note of $1,264 is recorded in accumulated other comprehensive income and the non-cash gain was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss in the amount of a gain of $357 and $404 for the three and six months ended June 30, 2024, respectively. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $277 and $247 during the three months ended June 30, 2025 and 2024, respectively, and $528 and $488 for the six months ended June 30, 2025 and 2024, respectively.

 

Era Convertible Notes

First Era Convertible Note

In connection with the Company’s strategic commercial partnership, the Company issued a convertible note to EGT-East, LLC ("Era"), a third-party lender, for $5,500 on December 8, 2023 and a second convertible note for $801 on January 5, 2024 (collectively, the "First Era Convertible Note"). The First Era Convertible Note was issued in aggregate principal amount of $6,301, with cash interest at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on June 8, 2024. All principal and unpaid interest were to mature on December 8, 2027.

Pursuant to the copilot agreement (the "Co-Pilot Agreement") entered into by and among the Company, FiscalNote Inc., a subsidiary of the Company, and Era on December 8, 2023, the Company agreed to issue Era up to an additional $3,150 in the form of shares of the Company's Class A Common Stock no later than June 2024 (the "First Era Convertible Note Partnership Shares").

On April 11, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Era modifying certain provisions of the First Era Convertible Note and the Co-Pilot Agreement. The Letter Agreement permitted and required the Company to convert approximately $1,599 in aggregate principal amount of the First Era Convertible Note (the “Early Converted Note”). Pursuant to the Letter Agreement, the Company was also required to issue to Era the First Era Convertible Note Partnership Shares. Pursuant to the Letter Agreement, Era had the right to convert the aggregate principal amount of the remaining First Era Convertible Note, but only on or after June 30, 2024, if such conversion right was not cancelled by the terms of the Letter Agreement. On April 11, 2024 and pursuant to the Letter Agreement, the Company issued Era 3,003,268 shares of Common Stock.

On June 12, 2024 and June 25, 2024 the Company issued the Investor an aggregate amount of 3,848,831 shares of Common Stock to satisfy its remaining obligations with regards to the First Era Convertible Note and Co-Pilot Agreement. Accordingly, the Company has no obligations outstanding related to the First Era Convertible Note at December 31, 2024 or June 30, 2025.

The Company elected to account for the First Era Convertible Note using the fair value option. The First Era Convertible Note dated December 8, 2023 was recorded at its acquisition date fair value of $5,500. The First Era Convertible Note dated January 5, 2024 was recorded at its acquisition date fair value of $801. The fair market value of the Era Convertible Note dated December 8, 2023 was $5,977 at December 31, 2023. The non-cash loss of $1,506 and $3,189 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2024.

Second Era Convertible Note

The Company issued a senior subordinated convertible note to an affiliate of Era ("Era II"), for $5,500 on November 12, 2024 (the "Second Era Convertible Note"). The Second Era Convertible Note had a maturity date of November 12, 2027 and a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on May 12, 2025. The Company issued 2,549,129 shares of common stock to Era II (the "Second Era Convertible Note Success Fee Shares") as a success fee and 650,000 shares of common stock to Northland Securities, Inc. to cover brokerage fees incurred by Era II in connection with its liquidating (i) any shares of common stock underlying the Second Era Convertible Note and the Second Era Convertible Note Success Fee Shares and (ii) the shares of common stock underlying the First Era Convertible Note as well as shares of common stock issued pursuant to the Co-Pilot Agreement.

On December 18, 2024 and December 27, 2024 the Company converted all of the outstanding principal of the Second Era Convertible Note and issued Era II, in aggregate, 5,377,272 shares of common stock. Accordingly, the Company had no obligations outstanding related to the Second Era Convertible Note at December 31, 2024 or June 30, 2025.

The Company elected to account for the Second Era Convertible Note using the fair value option. The Second Era Convertible Note was recorded at its acquisition date fair value of $5,500. The non-cash loss of $2,973 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the fourth quarter of 2024. In January 2025, Era II returned 1,071,458 shares of common stock pursuant to the terms of the Second Era Convertible Note.

Third Era Convertible Note

The Third Era Convertible Note was issued in an aggregate principal amount of $5,769, with cash interest accruing at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on September 17, 2025. All principal and unpaid interest mature on March 17, 2028. The Company received no cash from the Third Era Convertible Note because they were exchanged for the Purchased Original Notes.

The Third Era Convertible Notes are contractually subordinated to the Company’s obligations under its senior secured indebtedness, and accordingly the Company’s right to make certain cash payments in connection therewith is limited by the terms of such subordination agreement. Beginning on the six-month anniversary of the issuance of the applicable Third Era Convertible Note, the Exchange Investor may convert such Third Era Convertible Notes into shares (the “Conversion Shares”) of the Company's Class A Common Stock, based on the volume weighted average market price of the Class A Common Stock for the 30 consecutive trading day period prior to the date of conversion (the "Conversion Price"). In addition, subject to certain limitations, the Company may elect to convert the Third Era Convertible Notes into Conversion Shares at the Conversion Price. The Exchange Notes provide for customary events of default, upon which repayment of the Exchange Notes may be accelerated.

Pursuant to the Exchange Agreement, the Company issued 2,596,050 shares of Common Stock (the “Third Era Convertible Note Fee Shares") to the Exchange Investor as an inducement for the Exchange Investor to exchange the Purchased Original Notes for the Third Era Convertible Note. The Third Era Convertible Note Fee Shares are presented as temporary equity in the condensed consolidated balance sheet at their grant date fair value of $2,719. At June 30, 2025, the Company has recognized a non-current liability on the condensed consolidated balance sheet of $1,194 reflecting the difference between the Guaranteed Return and the fair value of the Third Era Convertible Note Fee Shares based on the Company's closing stock price on June 30, 2025 (the “Guaranteed Return Liability”). The resulting non-cash charge is recognized in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss). This liability may increase, or decrease, in the future based on the Company's closing share price at each balance sheet date. The Guaranteed Return Liability is deemed a Level 1 liability within the fair value measurement framework.

The Company also may be required to issue additional shares of Common Stock to the Exchange Investor to the extent that the Exchange Investor’s sales of the Third Era Convertible Note Fee Shares and Conversion Shares do not generate net cash proceeds to the Exchange Investor equal to 145% of the applicable principal and accrued interest thereupon (the "Guaranteed Return"). As compensation for its brokerage services provided to the Exchange Investor, the Company also issued 300,000 shares of Common Stock to Northland Securities, Inc. (the “Brokerage Fee Shares”) with a fair value of $315 that was reflected as a non-cash charge within general and administrative in the condensed consolidated statements of operations and comprehensive income (loss) during the six months ended June 30, 2025.

The Company elected to account for the Third Era Convertible Notes using the fair value option. The Third Era Convertible Notes was recorded at its acquisition date fair value of $4,728. The fair market value of the Third Era Convertible Notes was $5,209 at June 30, 2025. The non-cash loss of $295 and $481 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2025.

See Note 17, "Subsequent Events" for a description of the events that have taken place impacting the Third Era Convertible Notes.

PPP Loan

As of June 30, 2025, the Company has no remaining obligations under the PPP Loan balance.

Total Debt

The following table summarizes the total estimated fair value of the Company's debt as of June 30, 2025 and December 31, 2024, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

 

 

June 30, 2025

 

 

December 31, 2024

 

Prior Senior Term Loan

 

$

62,331

 

 

$

90,679

 

GPO Convertible Note

 

 

36,446

 

 

 

36,524

 

Amended Legacy Notes

 

 

6,525

 

 

 

15,728

 

Dragonfly Seller Convertible Notes

 

 

9,839

 

 

 

8,979

 

Era Convertible Notes

 

 

5,209

 

 

 

-

 

Total

 

$

120,350

 

 

$

151,910

 

 

Warrants

 

Old FiscalNote Warrants

At June 30, 2025, 118,700 warrants (previously issued by Old FiscalNote to lenders prior to the Prior Senior Term Loan) with an exercise price of $8.56, remain outstanding. These warrants are accounted for as a liability with no fair value at June 30, 2025 and December 31, 2024. These warrants expired unexercised on July 29, 2025.

Warrants associated with Amendment No. 1

On March 17, 2023, in connection with Amendment No. 1 discussed above, the Company issued 80,000 warrants with an exercise price of $0.01. These warrants are accounted for as a liability with a fair value of $43 and $85 at June 30, 2025 and December 31, 2024, and are included as part of the other non-current liabilities within the condensed consolidated balance sheets.
v3.25.2
Stockholders' Equity and Temporary Equity
 6 Months Ended
Jun. 30, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Temporary Equity

Note 9. Stockholders’ Equity and Temporary Equity

Authorized Capital Stock

The Company’s charter authorizes the issuance of 1,809,000,000 shares, which includes Class A common stock, Class B common stock, and preferred stock.

Class A Common Stock

Subsequent to the Closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE.WS,” respectively. Pursuant to the Company’s charter, the Company is authorized to issue 1,700,000,000 shares of Class A common stock, par value $0.0001 per share. As of June 30, 2025, the Company had 155,049,637 shares of Class A common stock issued and outstanding.

Additionally, the Company has outstanding warrants to purchase shares of New FiscalNote Class A common stock that became exercisable upon the Closing of the Business Combination. Refer to Note 11, "Warrant Liabilities."

Class B Common Stock

Pursuant to the Company’s charter, the Company is authorized to issue 9,000,000 shares of Class B common stock, par value $0.0001 per share.

In connection with the Closing of the Business Combination, the Co-Founders, or entities controlled by the Co-Founders, received Class B shares of New FiscalNote common stock as consideration (see further details in Note 2, "Business Combination with DSAC").

As of June 30, 2025, the Company had 8,290,921 shares of Class B common stock issued and outstanding.

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of June 30, 2025, there were no shares of preferred stock issued and outstanding.

Dividends

The Company's Class A and Class B common stock are entitled to dividends if and when any dividend is declared by the Company's board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company's business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company's board of directors and will depend on, among other things, the Company's financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company's board of directors may deem relevant.

Temporary Equity

As discussed in Note 8, Debt, the Company issued 2,596,050 shares of common stock to the Exchange Investor as an inducement for the Exchange Investor to exchange the Purchased Original Notes for the Third Era Convertible Note. Pursuant to ASC 480, “Distinguishing Liabilities from Equity”, the Company has presented the Third Era Convertible Note Fee Shares as temporary equity as they are not mandatorily redeemable on the issuance date but they are redeemable at an unknown time in the future upon an event that is outside of the control of the Company.

v3.25.2
Earnout Shares and RSUs
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Earnout Shares and RSUs

Note 10. Earnout Shares and RSUs

The shareholders and other equity holders of Old FiscalNote as described below are entitled to receive up to 19,195,100 additional shares of Class A common stock of New FiscalNote (the “Earnout Awards”) in the form of Earnout Shares or as shares reserved for issuances upon settlement of Earnout RSUs, as described below. The Earnout Awards are split into five tranches each consisting of 3,839,020 shares of Class A common stock in New FiscalNote. Certain Old FiscalNote equity holders will receive Earnout Restricted Stock Units (the “Earnout RSUs”), which are settled in Class A common stock. The right to receive Earnout Awards will expire five years after the Closing Date (the “Earnout Period”). Each tranche of the Earnout Awards will be issued only when the dollar volume-weighted average price of one share of New FiscalNote Class A common stock is greater than or equal to $10.50, $12.50, $15.00, $20.00, or $25.00, respectively, for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period (collectively, the “Triggering Events”).

Pursuant to the terms of the Business Combination Agreement, the holders of Old FiscalNote common stock, Old FiscalNote warrants, vested Old FiscalNote options and vested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares subject to achievement of the Triggering Event. Holders of unvested Old FiscalNote options and unvested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares in the form of Earnout RSUs subject to achievement of the Triggering Event. To the extent the equity award issued upon New FiscalNote's assumption of such any Old FiscalNote Option or Old FiscalNote RSU (each a “Converted Award”) is outstanding and has vested as of the occurrence of a Triggering Event, the holder thereof will receive a proportionate allocation of Earnout Shares in lieu of Earnout RSUs.

If a Converted Award is forfeited after the Closing Date but prior to the Triggering Event, no Earnout RSUs will be issued for such Converted Award. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro-rata to the remaining holders of vested Converted Awards in the form of Earnout Shares and unvested Converted Awards in the form of Earnout RSUs in the manner described above. Reallocated Earnout RSUs are subject to the remaining vesting schedule and conditions of the Converted Award held by such equity holder. The forfeiture and subsequent reallocation of the Earnout RSUs are accounted for as the forfeiture of the original award and the grant of a new award.

A portion of the Earnout Shares that may be issued to Old FiscalNote common stockholders, Old FiscalNote vested option holders and Old FiscalNote warrant holders and all of the Earnout RSUs were determined to represent additional compensation for accounting purposes pursuant to ASC 718, “Compensation-Stock Compensation”. The Company recognizes stock-compensation expense based on the fair value of the Earnout Awards over the requisite service period for each tranche. The Company recognized $23 and $65 of share-based compensation expense during the three and six months ended June 30, 2025, respectively. The Company recognized $41 and $172 of share-based compensation expense during the three and six months ended June 30, 2024, respectively. The remaining Earnout Shares were determined to represent an equity transaction in conjunction with the reverse recapitalization and were evaluated pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. These remaining Earnout Shares will be accounted for as a liability as the arrangement is indexed to something other than the Company’s stock. The liability is revalued at each reporting period with changes being recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive income (loss). The liability of $68 was recorded in other non-current liabilities on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

As of June 30, 2025, there was $54 of unrecognized compensation expense related to the Earnout Awards to be recognized over a weighted-average period of approximately one year. As of June 30, 2025, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred.
v3.25.2
Warrant Liabilities
 6 Months Ended
Jun. 30, 2025
Warrants and Rights Note Disclosure [Abstract]  
Warrant Liabilities

Note 11. Warrant Liabilities

Upon the Closing of the Business Combination, the Company assumed 8,750,000 public warrants and 7,000,000 private placement warrants that were previously issued by Old DSAC. Each public warrant and private placement warrant is exercisable for 1.571428 shares of New FiscalNote Class A common stock (or an aggregate of up to 24,750,000 shares of New FiscalNote Class A common stock).

During the six months ended June 30, 2025, no public warrants were exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of June 30, 2025, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0.09. These warrants are accounted for as a liability and have a fair value of $1,522 at June 30, 2025.

Public Warrants

Each public warrant entitles the registered holder to acquire 1.571428 shares of the Company’s Class A common stock at a price of $7.32 per share, subject to adjustment as discussed below. The warrants became exercisable on August 29, 2022. Warrants may only be exercised for a whole number of shares of Class A common stock. The public warrants will expire on July 29, 2027, or earlier upon redemption or liquidation.

Redemption of warrants for cash

The Company may call the public warrants for redemption for cash:

•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
•
if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $11.45 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants for shares of Class A common stock

The Company may redeem the outstanding warrants for shares of Class A common stock:

•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to an agreed table, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below;
•
if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $6.36 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
•
if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above.
•
The “fair market value” of the Class A common stock shall mean the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment).

Private Placement Warrants

The private placement warrants are not redeemable by the Company so long as they are held by the sponsor of DSAC or its permitted transferees, except in certain limited circumstances. The DSAC Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the DSAC Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the DSAC Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants.
v3.25.2
Stock-Based Compensation
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation

Note 12. Stock-Based Compensation

2022 Long-Term Incentive Plan

In connection with the Business Combination, the Company's board of directors adopted, and its stockholders approved, the 2022 Long-Term Incentive Plan (the “2022 Plan”) under which 20,285,600 shares of Class A common stock were initially reserved for issuance. Effective December 31, 2024, the 2022 Plan was amended to (i) effectuate a one-time increase of 4,000,000 shares authorized for issuance under the 2022 Plan and (ii) revise the “evergreen” provision of the 2022 Plan such that the number of shares of Class A common stock that are automatically added to the 2022 Plan on January 1st of each year will be increased up to the lesser of (a) five percent (5%) of the total number of shares of Class A common stock outstanding on December 31st of the preceding calendar year or (b) 13,523,734 shares of Class A Common Stock (the “2022 Plan Amendment”). The 2022 Plan Amendment allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2022 Plan increases on the first day of each calendar year, continuing through and including January 1, 2027, by the lesser of (a) 13,523,734, (b) three percent (3%) prior to the 2022 Plan Amendment and five percent (5%) after the 2022 Plan Amendment, in each case, the total number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding fiscal year or (c) a lesser number determined by the Company’s board of directors prior to January 1 of a given year. In accordance with this provision, on each of January 1, 2023 and January 1, 2024, the number of shares authorized for issuance under the 2022 Plan increased by 3,650,394 and 11,139,719, respectively.

During the six months ended June 30, 2025, the Company issued 5,237,810 restricted stock units. At June 30, 2025, 9,853,080 stock options, 11,509,775 restricted stock units, and 2,724,507 performance based restricted stock units remain outstanding. As of June 30, 2025, the Company had 5,957,860 shares of Class A common stock available for issuance under the 2022 Plan.

The Company recognized $3,864 and $3,463 of stock-based compensation expense for all long term incentive plans in effect during the three months ended June 30, 2025 and 2024, respectively, and $7,118 and $9,239 during the six months ended June 30, 2025 and 2024, respectively. The Company recognized a benefit of $69 and an expense of $100 of stock-based compensation expense related to acquisition earnouts during the three and six months ended June 30, 2024, respectively.

2022 Employee Stock Purchase Plan

In connection with the Business Combination, the Company’s board of directors adopted, and its stockholders approved, the 2022 Employee Stock Purchase Plan (the “ESPP”) whereby eligible employees may authorize payroll deductions of up to 15% of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering period or on the last day of the six-month offering period. The plan is defined as compensatory, and accordingly, a stock-based compensation charge of $43 and $94 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the three months ended June 30, 2025 and 2024 and $87 and $193 for the six months ended June 30, 2025 and 2024, respectively. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1st each year, starting on January 1, 2023 and continuing through and including January 1, 2027, by the lesser of (a) 3,267,760, (b) one percent (1%) of the total number of shares of all classes of Common Stock outstanding on December 31st of the preceding fiscal year, or (c) a lesser number determined by the Board prior to January 1 of a given year. Pursuant to this provision, on each of January 1, 2024 and January 1, 2025, the number of shares authorized for issuance under the ESPP increased by 1,299,707 and 1,510,853, respectively. For the six months ended June 30, 2025, 162,402 shares have been issued under the ESPP and the Company had 8,256,500 shares of Class A common stock available for issuance under the ESPP.

2024 Inducement Plan Grants

The Company's board of directors adopted the 2024 Inducement Equity Incentive Plan (the “Plan”). The plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other stock-based awards and cash-based awards. Under the Plan, 500,000 shares of Class A common stock were initially reserved for issuance.

During 2024, the Company issued 200,000 stock options and 300,000 restricted stock units. At June 30, 2025, 200,000 stock options and 275,000 restricted stock units remain outstanding. The Company recognized $35 and $69 of stock-based compensation expense for this plan in effect during the three and six months ended June 30, 2025, respectively.

Withholding Taxes on Equity Awards

In connection with the settlement of equity awards, the Company records a non-cash liability and corresponding APIC adjustment for the withholding taxes on net share settlement of stock-based compensation and option exercises until such time as those taxes have been remitted to the respective taxing authorities.

v3.25.2
Earnings (Loss) Per Share
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 13. Earnings (Loss) Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net loss per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company's net (loss) income used in computing basic and diluted earnings per share. Diluted (loss) earnings per share considers the impact of potentially dilutive securities.

The following is a calculation of the basic and diluted earnings per share for the Company's common stock, including a reconciliation between net income attributable to common stockholders used for Basic EPS and Diluted EPS for the three and six months ended June 30, 2025 and 2024:

(in thousands, except share and per share data)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income used to compute basic and diluted EPS

 

$

(13,271

)

 

$

(12,764

)

 

$

(17,521

)

 

$

37,835

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding, basic and diluted

 

 

160,000,492

 

 

 

134,407,109

 

 

 

155,668,949

 

 

 

132,763,763

 

Earnings Per Share, basic and diluted

 

$

(0.08

)

 

$

(0.09

)

 

$

(0.11

)

 

$

0.28

 

Since the Company was in a net loss position during the three months ended June 30, 2024 and the three and six months ended June 30, 2025, basic net loss per share attributable to common stockholders is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Anti-dilutive securities excluded from diluted loss per share:

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Anti-dilutive Earnout Awards

 

 

19,195,100

 

 

 

19,195,100

 

 

 

19,195,100

 

 

 

19,195,100

 

Anti-dilutive stock options

 

 

33,181

 

 

 

136,640

 

 

 

33,181

 

 

 

136,640

 

Anti-dilutive Convertible Notes

 

 

11,866,893

 

 

 

2,472,079

 

 

 

11,866,893

 

 

 

2,472,079

 

Anti-dilutive contingently issuable shares

 

 

-

 

 

 

66,220

 

 

 

-

 

 

 

66,220

 

Anti-dilutive restricted stock units

 

 

14,234,282

 

 

 

9,063,860

 

 

 

14,234,282

 

 

 

9,063,860

 

Anti-dilutive Era Convertible Note

 

 

9,777,469

 

 

 

-

 

 

 

9,777,469

 

 

 

-

 

Anti-dilutive GPO Convertible Note

 

 

7,083,469

 

 

 

6,619,438

 

 

 

7,083,469

 

 

 

6,619,438

 

Anti-dilutive Dragonfly Seller Convertible Notes

 

 

1,355,930

 

 

 

1,178,005

 

 

 

1,355,930

 

 

 

1,178,005

 

Anti-dilutive Aicel Convertible Notes

 

 

-

 

 

 

106,774

 

 

 

-

 

 

 

106,774

 

Total anti-dilutive securities excluded from diluted loss per share

 

 

63,546,324

 

 

 

38,838,116

 

 

 

63,546,324

 

 

 

38,838,116

 
v3.25.2
Provision (Benefit) from Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Provision (Benefit) from Income Taxes

Note 14. Provision (Benefit) from Income Taxes

Effective Tax Rate

The Company computes its quarterly and year-to-date provisions for income taxes by applying the estimated effective tax rates to the quarterly and year-to-date pre-tax income or losses and adjusting the provisions for discrete tax items recorded in the periods. For the three months ended June 30, 2025 the Company reported a tax benefit of $795 on a pre-tax loss of $14,066, which resulted in an effective tax rate of (5.65) percent. For the six months ended June 30, 2025, the Company reported a tax benefit of $834 on a pre-tax loss of $18,355, which resulted in an effective tax rate of (4.54) percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21 percent primarily due to the impact of a valuation allowance on the Company’s deferred tax assets and the sale of businesses discussed in Note 4, Dispositions. During the six months ended June 30, 2025, the Company recorded a discrete tax benefit for the impact of the sale of Dragonfly and Oxford Analytica of $281. During the second quarter ended June 30, 2025, the Company filed a tax accounting method change that created an additional discrete tax benefit of $689.

For the three months ended June 30, 2024, the Company reported a tax provision of $324 on a pre-tax loss of $12,440, which resulted in an effective tax rate of (2.60) percent. For the six months ended June 30, 2024, the Company reported a tax provision of $1,750 on a pre-tax income of $39,585, which resulted in an effective tax rate of (4.42) percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21 percent primarily due to the impact of a valuation allowance on the Company’s deferred tax assets. During the six months ended June 30, 2024, the Company recorded a discrete tax charge for the impact of the sale of Board.org of $2,578.

Unrecognized Tax Benefits and Other Considerations

The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. As of June 30, 2025, the Company reported an uncertain tax position totaling $832 relating to a deduction for shares distributed for services associated with the payment of convertible debt. As of June 30, 2024, the Company reported an uncertain tax position totaling $639 relating to a state tax filing position.

Tax law changes

On July 4, 2025, U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“The Act”) was signed into law. The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. The Company is currently evaluating the impact of The Act on its results of operations and will recognize the related tax impacts in the period of enactment.
v3.25.2
Fair Value Measurements and Disclosures
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Disclosures

Note 15. Fair Value Measurements and Disclosures

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:

•
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets
•
Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or

liability

•
Level 3 – Unobservable inputs that are supported by little or no market activity

The carrying value of cash and cash equivalents (including investments with an original maturity of three months or less at the date of purchase), restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2025 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

6,418

 

 

$

-

 

 

$

-

 

 

$

6,418

 

Short-term investments

 

 

-

 

 

 

4,508

 

 

 

-

 

 

 

4,508

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

828

 

 

$

-

 

 

$

-

 

 

$

828

 

Private placement warrants

 

 

-

 

 

 

694

 

 

 

-

 

 

 

694

 

GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,446

 

 

 

36,446

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

9,839

 

 

 

9,839

 

Era Convertible Note

 

 

-

 

 

 

-

 

 

 

5,209

 

 

 

5,209

 

Guaranteed Return Liability and financial liabilities

 

 

1,895

 

 

 

-

 

 

 

-

 

 

 

1,895

 

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

4,836

 

 

$

-

 

 

$

-

 

 

$

4,836

 

Short-term investments

 

 

-

 

 

 

5,796

 

 

 

-

 

 

 

5,796

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

1,338

 

 

$

-

 

 

$

-

 

 

$

1,338

 

Private placement warrants

 

 

-

 

 

 

1,120

 

 

 

-

 

 

 

1,120

 

GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

36,524

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

8,979

 

 

 

8,979

 

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

 

 

GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Era Convertible Note

 

Balance at December 31, 2024

 

$

36,524

 

 

$

8,979

 

 

$

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

4,728

 

Change in fair value included in the determination of net (income) loss

 

 

(78

)

 

 

63

 

 

 

481

 

Paid in kind interest

 

 

1,902

 

 

 

528

 

 

 

-

 

Note and interest conversion

 

 

(1,902

)

 

 

(702

)

 

 

-

 

Foreign exchange

 

 

-

 

 

 

971

 

 

 

-

 

Balance at June 30, 2025

 

$

36,446

 

 

$

9,839

 

 

$

5,209

 

Short-Term Investments

The fair value of the short-term investments is based on the quoted market price of the securities on the valuation date. As of June 30, 2025, the estimated fair value of the short-term investments was $4,508. The Company recognized a non-cash loss of $19 and $30 and $71 and $79 for the three and six months ended June 30, 2025 and 2024, respectively, resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the condensed consolidated statements of operations and comprehensive income (loss).

Public Warrants

The fair value of the public warrants is based on the quoted market price of such warrants on the valuation date. As of June 30, 2025 and December 31, 2024, the estimated fair value of the public warrants was $828 and $1,338, respectively. The Company recognized a non-cash gain of $593 and a non-cash gain of $585 during the three months ended June 30, 2025 and 2024, respectively, and a non-cash gain of $509 and $1,086 during the six months ended June 30, 2025 and 2024 resulting from the change in fair value of the public warrants, respectively. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss).

Private Placement Warrants

As of June 30, 2025 and December 31, 2024, the estimated fair value of the private warrants was $694 and $1,120, respectively. The Company recognized a non-cash gain of $497 and a non-cash gain of $490 during the three months ended June 30, 2025 and 2024, respectively, and a non-cash gain of $427 and $910 during the six months ended June 30, 2025 and 2024, respectively, resulting from the

change in fair value of the private warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss).

GPO Convertible Note

The GPO Convertible Note was recognized as a liability on June 30, 2023 issuance date at its estimated fair value of $36,583. The estimated fair value of the GPO Convertible Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at June 30, 2025 and at December 31, 2024:

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

0.54

 

 

$

1.07

 

Risk free rate

 

 

3.7

%

 

 

4.3

%

Yield

 

 

19.5

%

 

 

18.0

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

3.0

 

 

 

3.5

 

Dragonfly Seller Convertible Notes

The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $8,635. As of June 30, 2025 and December 31, 2024, the estimated fair value of the Dragonfly Seller Convertible Notes were $9,839 and $8,979, respectively. The non-cash loss of $35 and $63 (excluding the non-cash gain recognized from the January 2025 conversion) was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2025. The unrealized change in the fair value of the Dragonfly Seller Convertible Note of $1,264 is recorded in accumulated other comprehensive income for the six months ended June 30, 2024 and the non-cash gain was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss in the amount of a gain of $357 and $404 for the three and six months ended June 30, 2024, respectively. The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at June 30, 2025 and December 31, 2024:

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

0.54

 

 

$

1.07

 

Risk free rate

 

 

3.7

%

 

 

4.3

%

Yield

 

 

21.0

%

 

 

19.5

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

2.6

 

 

 

3.1

 

Era Third Convertible Note

The Third Era Convertible Note was issued in aggregate principal amount of $5,769. The Company elected to account for the Third Era Convertible Notes using the fair value option. The fair market value of the Third Era Convertible Note at issuance was $4,728 and $5,209 at June 30, 2025. The non-cash loss of $295 and $481 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2025, respectively. The following table presents the assumptions used to determine the fair value of the Era Third Convertible Note at June 30, 2025 and the date of issuance of March 17, 2025:

 

 

 

June 30, 2025

 

 

March 17, 2025

 

Common stock share price

 

$

0.54

 

 

$

1.05

 

Risk free rate

 

 

3.8

%

 

 

3.9

%

Yield

 

 

23.0

%

 

 

23.0

%

Expected volatility

 

 

97.0

%

 

 

94.0

%

Expected term (years)

 

 

2.7

 

 

 

3.0

 

Financial liabilities with the amended Legacy Notes

Pursuant to the terms of the amended Legacy Notes, during the three months ended June 30, 2025 the Company converted $4,812 of the Legacy Notes into 7,193,145 Common Shares. At June 30, 2025, the Company has recognized a non-current liability on the condensed consolidated balance sheet of $700 reflecting the difference between the amount of the cash raised and the Applicable Amount converted. The resulting non-cash charge of $669 is recognized in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025.

 

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. The Company has not identified any additional impairments to be recorded during the three and six months ended June 30, 2025 and 2024.

There were no transfers of assets or liabilities between levels during the six months ended June 30, 2025 and 2024.

Changes to fair value are recognized as income or expense in the condensed consolidated statements of operations and comprehensive loss.
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 16. Commitments and Contingencies

Legal Proceedings

From time to time the Company is a party to various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved.

Legal fees are recognized as incurred when the legal services are provided, and therefore are not recognized as part of the loss contingency.
v3.25.2
Subsequent Events
 6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 17. Subsequent Events

The Company has evaluated subsequent events through August 15, 2025, the date that the financial statements were available to be issued.

TimeBase Disposition

On May 2, 2025, the Company announced it had entered into an agreement to sell its Australian subsidiary, TimeBase Pty. Ltd. (“TimeBase”). On July 1, 2025, the Company closed the sale of TimeBase for $6.6 million in cash. Net proceeds from the sale were used to repay $3.2 million in principal and accrued interest on the Prior Senior Term Loan.

Debt

Amended Legacy Notes

On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the original maturity date to August 15, 2025. On August 12, 2025 the Company satisfied its obligations under the Amended Legacy Notes by paying the holders $3.6 million cash.

2025 Senior Term Loan

On August 5, 2025, the Company entered into that certain financing agreement (the "Financing Agreement"), by and among the Company, as parent guarantor, the Company's domestic subsidiaries party thereto as borrowers and guarantors, the lenders from time to time party thereto, and MGG Investment Group LP, as collateral agent and as administrative agent, pursuant to which the lenders agreed to advance $75.0 million which matures on August 12, 2029 (the "2025 Senior Term Loan").

On August 12, 2025 the Company closed on the 2025 Senior Term Loan and received net proceeds of $72.9 million. Proceeds from the 2025 Senior Term Loan and the initial tranche of the Debentures (as defined below) were used to retire all obligations under the Prior Senior Term Loan, to retire its obligations under its Amended Legacy Notes, to retire $30.0 million of aggregate principal amount under the GPO Convertible Note, to fund estimated transaction expenses and for general corporate purposes.

The 2025 Senior Term Loan ranks senior to all other debt and is secured by a first priority lien on substantially all of the Company's assets. Obligations under the 2025 Senior Term Loan bear interest at variable rates, set at the Company’s option, based on a reference rate plus 7%, or the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) plus 8%. Interest is payable in cash monthly in arrears.

The 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $468,750 with respect to each payment due on September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026 and (ii) $937,500 with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan in August 2029 or such earlier time as it may become payable. The Company also agreed to pay the lenders certain fees on a quarterly basis during the time the 2025 Senior Term Loan remains outstanding, and an exit fee upon its maturity date or earlier termination.

The Financing Agreement also contains four financial covenants: a minimum cash balance requirement, a minimum ARR requirement, a minimum adjusted EBITDA requirement, and a capital expenditure limitation.

The Financing Agreement also includes covenants limiting the ability of the Company and its subsidiaries, subject to certain exceptions, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any transaction of merger, consolidation or amalgamation, liquidate, wind up or dissolve, or dispose of all or substantially all of their property or business, (iv) dispose of any of their property, or, issue or sell any shares of a subsidiary’s stock, (v) make any payment or prepayment for any subordinated indebtedness, pay any earn-out payment, seller debt or deferred purchase price payments, or (vi) declare or pay any dividend or make any other distribution. The Financing Agreement also contains certain events of default, including, among others, (i) failure to pay, (ii) breach of representations and warranties, (iii) breach of covenants, subject to any cure periods described therein, and (iv) failure to pay principal or interest on any other material debt.

Purchase Agreement, Convertible Debentures and Registration Rights Agreement

In conjunction with the establishment of the 2025 Term Loan and in order to fund the GPO Redemption (defined below), on August 5, 2025 (the “Purchase Agreement Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”), with YA II PN, Ltd (“YA”), pursuant to which the Company will issue YA convertible debentures in an aggregate principal amount of approximately $33.3 million (the “Debentures”) for a total cash purchase price of approximately $30.0 million, subject to satisfaction of certain closing conditions.

On August 12, 2025, the initial tranche of Debentures comprising $21.0 million in stated principal amount were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18.9 million.

The remaining $12.3 million of Debentures (the "Second Tranche") will be issued on or about the date of the effectiveness of a registration statement that the Company has agreed to file with the Securities and Exchange Commission to register the resale of the Debenture Conversion Shares (as defined below) issuable upon conversion of the initial tranche of the Debentures. Net proceeds of

approximately $11.1 million from the Second Tranche are expected to be used to retire the Company's remaining obligations under its Third Era Convertible Note, to fund estimated transaction expenses and for general corporate purposes.

The Company’s obligations under the Purchase Agreement and the Debentures are guaranteed by FiscalNote, Inc., a wholly owned subsidiary of the Company, and are contractually subordinated to the Company’s obligations under its senior secured indebtedness, including the 2025 Senior Term Loan, and the 2025 GPO Note (as defined below). The Debentures mature on February 12, 2027 (the "YA Maturity Date") and bear interest at a rate of 5% per annum or 18% per annum in the event of an event of default.

At any time prior to the YA Maturity Date and subject to certain ownership and conversion limitations, YA is entitled to convert any portion of the principal amount of the Debentures and accrued interest thereon into shares of the Company’s Class A Common Stock the "Debenture Conversion Shares") at a conversion price equal to 94% of the lowest daily volume weighted average trading price (“VWAP”) during the five trading days prior to the conversion date, subject to a floor price of $0.25, which is subject to downward adjustment equal to 20% of the average daily VWAPs for the five trading days prior to the earlier of (i) the date of effectiveness of the registration statement, or (ii) February 5, 2026 (the “Floor Price”).

In the event (i) the daily VWAP is less than the Floor Price then in effect for any five trading days during a period of seven consecutive trading days, (ii) the Company has issued substantially all of shares of the Class A Common Stock available for issuance without violating applicable rules of the NYSE, or (iii) YA is unable to utilize a registration statement to resell Debenture Conversion Shares for a period of ten (10) consecutive trading days, then the Company will be required to make certain amortization payments to YA.

The Debentures provide for customary events of default, upon which repayment of the Debentures may be accelerated, including failure to pay any amounts due and owing under the Debentures, failure to timely deliver the Debenture Conversion Shares, an uncured breach of any terms of the Debentures and a default under certain of the Company’s other indebtedness.

Redemption and Exchange Agreement and New GPO Note

In conjunction with the establishment of the 2025 Term Loan, on August 5, 2025, the Company entered into a redemption and exchange agreement with GPO FN Noteholder, LLC (the "Exchange Agreement").

Pursuant to the Exchange Agreement, on August 12, 2025, the Company redeemed $30.0 million of the GPO Convertible Note in exchange for a cash payment of $27.0 million to GPO FN Noteholder, LLC (the "GPO Redemption"). The Company also issued a new $20.4 million senior subordinated promissory note to GPO FN Noteholder, LLC (the "2025 GPO Note") in exchange for, and the cancellation of, the remaining obligations under the existing GPO Convertible Note.

The 2025 GPO Note is guaranteed by the Company’s domestic subsidiaries, which are parties to the 2025 Senior Term Loan, and is contractually subordinated to the Company’s obligations under the 2025 Senior Term Loan. The 2025 GPO Note matures on November 13, 2029 and bears interest at a rate of 7.50% per annum payable quarterly in arrears, in cash or, provided no event of default is then occurring under the 2025 GPO Note, freely tradeable shares of the Company's Class A Common Stock, at the Company’s option, with the value per share determined with reference to the VWAP of the Class A Common Stock over the trading days occurring within the thirty calendar days prior to the applicable interest payment date. At any time prior to November 13, 2029, GPO FN Noteholder, LLC is entitled to convert all or any portion of the principal amount of the 2025 GPO Note and accrued interest thereon into shares of the Company's Class A Common Stock at an initial conversion price of $6.91 per share (subject to customary anti-dilution adjustments) (the "Conversion Price"). Under the terms of the 2025 GPO Note, the Company is required to make quarterly installment payments of $2.0 million of the outstanding principal beginning April 1, 2026 (each such payment date, an "Installment Date") in the form of freely tradeable shares of the Company's Class A Common Stock (the "Installment Shares"), cash, or a combination thereof. Installment Shares shall be issued at a price equal to the lowest of (i) the then-effective Conversion Price under the 2025 GPO Note, (ii) 95% of the VWAP of the Class A Common Stock over the ten trading days immediately preceding the applicable Installment Date and (iii) 95% of the VWAP of the Class A Common Stock over the trading days occurring within the ninety calendar day period immediately preceding the applicable Installment Date.

The 2025 GPO Note provides for customary events of default upon which repayment of the 2025 GPO Note may be accelerated, including failure to pay any amounts due and owing under the 2025 GPO Note, failure to deliver the shares upon a conversion of the 2025 GPO Note, an uncured breach of any terms of the 2025 GPO Note and a default under certain of the Company’s other indebtedness. The 2025 GPO Note includes certain negative covenants related to the Company’s ability to incur indebtedness.
v3.25.2
Summary of Business and Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Description of Business

Description of Business

FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is a leading provider of artificial intelligence ("AI") driven policy and regulatory intelligence solutions. By uniquely combining proprietary artificial intelligence technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, the Company has pioneered solutions that deliver critical insights, enabling effective decision making and giving organizations the competitive edge they need.

Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading products and brands, FiscalNote serves thousands of customers worldwide with its global offices in North America, Europe, Asia and Australia. The Company is headquartered in Washington, D.C.
Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Liquidity and Going Concern

Liquidity

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $39.2 million at June 30, 2025, compared with $35.3 million at December 31, 2024. Further, the Company had a negative working capital balance of $27.9 million (excluding cash and short-term investments) at June 30, 2025 and had an accumulated deficit of $824.4 million and $806.9 million as of June 30, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the effect of the gain on sale of businesses) of $32.9 million and $33.8 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has implemented various cost saving measures throughout 2023, 2024 and 2025 to rationalize its cost structure. Accordingly, the Company has improved its cash used in operations by approximately $67 million when comparing its cash used in operations for the twelve months ended June 30, 2025 to the cash used in operations for the twelve months ended June 30, 2023. Historically the Company has partially funded its operations through raising equity and debt as well as selling assets (see Note 4, Acquisitions and Dispositions). The Company may execute other strategic actions to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets.

As described in Note 17 “Subsequent Events,” on August 12, 2025 we completed the previously reported refinancing of a substantial amount of our legacy indebtedness, including a refinance of the prior Senior Term Loan with the 2025 Senior Term Loan. The 2025 Senior Term Loan contains four financial covenants: a minimum cash balance requirement, a minimum ARR requirement, a minimum adjusted EBITDA requirement and a capital expenditure limitation. The Company expects to be in compliance with these financial covenants, and to have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. The Company’s ability to maintain compliance with these financial covenants and satisfy its cash interest and principal repayment requirements under our new 2025 Senior Term Loan are based on the Company’s current expectations regarding revenues, collections, cost structure, current cash burn rate, and other operating assumptions. Pursuant to the 2025 Senior Term Loan, if the Company does not maintain compliance with all of its financial covenants, the lenders may declare the amounts outstanding due and payable at which time the Company would not be able to satisfy the lenders' rights.

Segments

Segments

The Company is the leading technology provider of global policy and market intelligence and operates out of a single operating segment. The Company derives revenues from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision making ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net (loss) income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-equity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's internal planning and forecasting processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Consolidated Statement of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statement of Operations.

The CODM does not evaluate performance or allocate resources based on assets of the single segment, and therefore such information is not presented in the notes to the financial statements.
Earnings per Share

Earnings per Share

Basic earnings per share ("EPS") is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has elected the fair value option for the GPO Convertible Note, Dragonfly Seller Convertible Notes, and the Era Convertible Notes, refer to Note 8, Debt for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred.

Investments

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the condensed consolidated statement of operations. The Company is able to easily liquidate these into cash; accordingly, the Company has presented these investments as available for current operations and are presented as short-term investments within current assets in the condensed consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Concentration Risks

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At June 30, 2025, approximately 77% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, collection history of each customer, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. As of June 30, 2025 and December 31, 2024, allowance for credit losses of $1,546 and $1,343, respectively, was included in the accounts receivable, net balance.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of June 30, 2025 and December 31, 2024. Revenues derived from the U.S. Federal Government were 18% and 17% of revenues for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, assets located in the United States were approximately 97% and 85% of total assets, respectively.

As of June 30, 2025 no vendors accounted for more than 10% of the Company's accounts payable balance. Two vendors individually accounted for more than 10% of the Company’s accounts payable balance as of December 31, 2024. During the six months ended June 30, 2025 and 2024, one vendor and no vendor, respectively, represented more than 10% of the total purchases made.
Recent Accounting Pronouncements Not Yet Effective

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
v3.25.2
Revenues (Tables)
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Subscription

 

$

21,380

 

 

$

27,151

 

 

$

46,612

 

 

$

56,777

 

Advisory

 

 

313

 

 

 

965

 

 

 

1,376

 

 

 

2,222

 

Advertising

 

 

500

 

 

 

308

 

 

 

955

 

 

 

822

 

Books

 

 

4

 

 

 

33

 

 

 

6

 

 

 

181

 

Other revenue

 

 

1,067

 

 

 

789

 

 

 

1,826

 

 

 

1,356

 

Total

 

$

23,264

 

 

$

29,246

 

 

$

50,775

 

 

$

61,358

 
Schedule of Revenue by Geographic Operations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

North America

 

$

21,699

 

 

$

23,064

 

 

$

43,609

 

 

$

49,061

 

Europe

 

 

1,255

 

 

 

5,382

 

 

 

6,552

 

 

 

10,651

 

Australia

 

 

310

 

 

 

319

 

 

 

614

 

 

 

622

 

Asia

 

 

-

 

 

 

481

 

 

 

-

 

 

 

1,024

 

Total

 

$

23,264

 

 

$

29,246

 

 

$

50,775

 

 

$

61,358

 
Schedule of Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2023

 

$

44,405

 

Sale of Board.org

 

 

(9,117

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(29,664

)

New deferrals, net of amounts recognized in the current period

 

 

38,632

 

Effects of foreign currency

 

 

(126

)

Balance at June 30, 2024

 

$

44,130

 

 

 

 

 

Balance at December 31, 2024

 

$

35,475

 

Sale of Dragonfly and Oxford Analytica

 

 

(7,342

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(25,871

)

New deferrals, net of amounts recognized in the current period

 

 

30,453

 

Effects of foreign currency

 

 

468

 

Balance at June 30, 2025

 

$

33,183

 
v3.25.2
Leases (Tables)
 6 Months Ended
Jun. 30, 2025
Leases [Abstract]  
Summary of Lease Expense

The following table details the composition of lease expense for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating lease cost

 

$

1,036

 

 

$

1,206

 

 

$

2,111

 

 

$

2,444

 

Variable lease cost

 

 

58

 

 

 

56

 

 

 

114

 

 

 

150

 

Short-term lease cost

 

 

5

 

 

 

53

 

 

 

45

 

 

 

90

 

Total lease costs

 

$

1,099

 

 

$

1,315

 

 

$

2,270

 

 

$

2,684

 

Sublease income

 

$

(27

)

 

$

(25

)

 

$

(54

)

 

$

(51

)
v3.25.2
Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2025
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

 

 

June 30, 2025

 

 

December 31, 2024

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) June 30, 2025

 

Customer relationships

 

$

67,352

 

 

$

(33,945

)

 

$

33,407

 

 

$

76,584

 

 

$

(34,867

)

 

$

41,717

 

 

 

7.4

 

Developed technology

 

 

22,186

 

 

 

(18,573

)

 

 

3,613

 

 

 

29,015

 

 

 

(23,662

)

 

 

5,353

 

 

 

6.0

 

Databases

 

 

29,145

 

 

 

(14,033

)

 

 

15,112

 

 

 

29,135

 

 

 

(12,988

)

 

 

16,147

 

 

 

7.4

 

Tradenames

 

 

9,325

 

 

 

(4,771

)

 

 

4,554

 

 

 

10,808

 

 

 

(5,100

)

 

 

5,708

 

 

 

7.1

 

Expert network

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,654

 

 

 

(1,715

)

 

 

939

 

 

 

-

 

Patents

 

 

871

 

 

 

(241

)

 

 

630

 

 

 

841

 

 

 

(232

)

 

 

609

 

 

 

17.1

 

Content library

 

 

592

 

 

 

(212

)

 

 

380

 

 

 

592

 

 

 

(183

)

 

 

409

 

 

 

6.4

 

Total

 

$

129,471

 

 

$

(71,775

)

 

$

57,696

 

 

$

149,629

 

 

$

(78,747

)

 

$

70,882

 

 

 

 
Schedule of Expected Future Amortization Expense for Intangible Assets

The expected future amortization expense for intangible assets as of June 30, 2025 is as follows:

2025 (remainder)

 

$

4,194

 

2026

 

 

8,329

 

2027

 

 

8,324

 

2028

 

 

8,031

 

2029

 

 

7,722

 

Thereafter

 

 

21,096

 

Total

 

$

57,696

 
Schedule of Capitalized Software Development Costs

Capitalized software development costs are as follows:

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

34,811

 

 

$

(22,463

)

 

$

12,348

 

 

$

34,946

 

 

$

(19,847

)

 

$

15,099

 
v3.25.2
Goodwill (Tables)
 6 Months Ended
Jun. 30, 2025
Goodwill [Roll Forward]  
Summary of Changes in Carrying Amounts of Goodwill

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2024

 

$

159,061

 

Sale of Dragonfly and Oxford Analytica

 

 

(20,236

)

Impact of foreign currency fluctuations

 

 

951

 

Balance at June 30, 2025

 

$

139,776

 
v3.25.2
Debt (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Summary of Carrying Value of Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

 

 

June 30, 2025

 

 

December 31, 2024

 

Prior Senior Term Loan

 

$

61,837

 

 

$

88,595

 

GPO Convertible Note

 

 

36,446

 

 

 

36,524

 

Amended Legacy Notes

 

 

6,525

 

 

 

16,165

 

Dragonfly Seller Convertible Notes

 

 

9,839

 

 

 

8,979

 

Era Convertible Note

 

 

5,209

 

 

 

-

 

PPP loan

 

 

-

 

 

 

36

 

Total gross debt

 

 

119,856

 

 

 

150,299

 

Debt issuance costs

 

 

(3,108

)

 

 

(3,222

)

Total

 

 

116,748

 

 

 

147,077

 

Less: Current maturities

 

 

-

 

 

 

(36

)

Total Long-term debt

 

$

116,748

 

 

$

147,041

 
Summary of Estimated Fair Value of Debt

The following table summarizes the total estimated fair value of the Company's debt as of June 30, 2025 and December 31, 2024, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

 

 

June 30, 2025

 

 

December 31, 2024

 

Prior Senior Term Loan

 

$

62,331

 

 

$

90,679

 

GPO Convertible Note

 

 

36,446

 

 

 

36,524

 

Amended Legacy Notes

 

 

6,525

 

 

 

15,728

 

Dragonfly Seller Convertible Notes

 

 

9,839

 

 

 

8,979

 

Era Convertible Notes

 

 

5,209

 

 

 

-

 

Total

 

$

120,350

 

 

$

151,910

 
v3.25.2
Earnings (Loss) Per Share (Tables)
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Components of Basic and Diluted Loss Per Shares

The following is a calculation of the basic and diluted earnings per share for the Company's common stock, including a reconciliation between net income attributable to common stockholders used for Basic EPS and Diluted EPS for the three and six months ended June 30, 2025 and 2024:

(in thousands, except share and per share data)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income used to compute basic and diluted EPS

 

$

(13,271

)

 

$

(12,764

)

 

$

(17,521

)

 

$

37,835

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding, basic and diluted

 

 

160,000,492

 

 

 

134,407,109

 

 

 

155,668,949

 

 

 

132,763,763

 

Earnings Per Share, basic and diluted

 

$

(0.08

)

 

$

(0.09

)

 

$

(0.11

)

 

$

0.28

 
Summary of Anti Dilutive Securities Excluded from Calculations of Diluted Per Share

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Anti-dilutive securities excluded from diluted loss per share:

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Anti-dilutive Earnout Awards

 

 

19,195,100

 

 

 

19,195,100

 

 

 

19,195,100

 

 

 

19,195,100

 

Anti-dilutive stock options

 

 

33,181

 

 

 

136,640

 

 

 

33,181

 

 

 

136,640

 

Anti-dilutive Convertible Notes

 

 

11,866,893

 

 

 

2,472,079

 

 

 

11,866,893

 

 

 

2,472,079

 

Anti-dilutive contingently issuable shares

 

 

-

 

 

 

66,220

 

 

 

-

 

 

 

66,220

 

Anti-dilutive restricted stock units

 

 

14,234,282

 

 

 

9,063,860

 

 

 

14,234,282

 

 

 

9,063,860

 

Anti-dilutive Era Convertible Note

 

 

9,777,469

 

 

 

-

 

 

 

9,777,469

 

 

 

-

 

Anti-dilutive GPO Convertible Note

 

 

7,083,469

 

 

 

6,619,438

 

 

 

7,083,469

 

 

 

6,619,438

 

Anti-dilutive Dragonfly Seller Convertible Notes

 

 

1,355,930

 

 

 

1,178,005

 

 

 

1,355,930

 

 

 

1,178,005

 

Anti-dilutive Aicel Convertible Notes

 

 

-

 

 

 

106,774

 

 

 

-

 

 

 

106,774

 

Total anti-dilutive securities excluded from diluted loss per share

 

 

63,546,324

 

 

 

38,838,116

 

 

 

63,546,324

 

 

 

38,838,116

 
v3.25.2
Fair Value Measurements and Disclosures (Tables)
 6 Months Ended
Jun. 30, 2025
Schedule of Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2025 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

6,418

 

 

$

-

 

 

$

-

 

 

$

6,418

 

Short-term investments

 

 

-

 

 

 

4,508

 

 

 

-

 

 

 

4,508

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

828

 

 

$

-

 

 

$

-

 

 

$

828

 

Private placement warrants

 

 

-

 

 

 

694

 

 

 

-

 

 

 

694

 

GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,446

 

 

 

36,446

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

9,839

 

 

 

9,839

 

Era Convertible Note

 

 

-

 

 

 

-

 

 

 

5,209

 

 

 

5,209

 

Guaranteed Return Liability and financial liabilities

 

 

1,895

 

 

 

-

 

 

 

-

 

 

 

1,895

 

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

4,836

 

 

$

-

 

 

$

-

 

 

$

4,836

 

Short-term investments

 

 

-

 

 

 

5,796

 

 

 

-

 

 

 

5,796

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

1,338

 

 

$

-

 

 

$

-

 

 

$

1,338

 

Private placement warrants

 

 

-

 

 

 

1,120

 

 

 

-

 

 

 

1,120

 

GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

36,524

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

8,979

 

 

 

8,979

 
Summary of Changes in Fair Value of Level 3 Liabilities

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

 

 

GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Era Convertible Note

 

Balance at December 31, 2024

 

$

36,524

 

 

$

8,979

 

 

$

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

4,728

 

Change in fair value included in the determination of net (income) loss

 

 

(78

)

 

 

63

 

 

 

481

 

Paid in kind interest

 

 

1,902

 

 

 

528

 

 

 

-

 

Note and interest conversion

 

 

(1,902

)

 

 

(702

)

 

 

-

 

Foreign exchange

 

 

-

 

 

 

971

 

 

 

-

 

Balance at June 30, 2025

 

$

36,446

 

 

$

9,839

 

 

$

5,209

 
GPO Convertible Note  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at June 30, 2025 and at December 31, 2024:

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

0.54

 

 

$

1.07

 

Risk free rate

 

 

3.7

%

 

 

4.3

%

Yield

 

 

19.5

%

 

 

18.0

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

3.0

 

 

 

3.5

 
Dragonfly Seller Convertible Notes  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at June 30, 2025 and December 31, 2024:

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

0.54

 

 

$

1.07

 

Risk free rate

 

 

3.7

%

 

 

4.3

%

Yield

 

 

21.0

%

 

 

19.5

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

2.6

 

 

 

3.1

 
Era Third Convertible Note  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the Era Third Convertible Note at June 30, 2025 and the date of issuance of March 17, 2025:

 

 

 

June 30, 2025

 

 

March 17, 2025

 

Common stock share price

 

$

0.54

 

 

$

1.05

 

Risk free rate

 

 

3.8

%

 

 

3.9

%

Yield

 

 

23.0

%

 

 

23.0

%

Expected volatility

 

 

97.0

%

 

 

94.0

%

Expected term (years)

 

 

2.7

 

 

 

3.0

 
v3.25.2
Summary of Business and Significant Accounting Policies (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Dec. 31, 2024
Significant Accounting Policies [Line Items]                
Cash, cash equalents, restricted cash, and short-term investments $ 39,200       $ 39,200   $ 39,200 $ 35,300
Working capital deficit 27,900       27,900   27,900  
Accumulated deficit (824,420)       (824,420)   (824,420) (806,899)
Net losses excluding effect of gain on sale of businesses         32,900 $ 33,800    
Increase in cash used in operations             $ 67,000  
Net (loss) income $ (13,271) $ (4,250) $ (12,764) $ 50,599 $ (17,521) $ 37,835    
Percentage of cash and cash equivalents held 77.00%       77.00%   77.00%  
Allowance for credit losses $ 1,546       $ 1,546   $ 1,546 $ 1,343
Accounts Receivable | Customer Concentration Risk | Customer One                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage         10.00%     10.00%
Revenue | Customer Concentration Risk | U.S. Federal Government                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage         18.00% 17.00%    
Assets | Geographic Concentration Risk | Single Customer | United States                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage         97.00%     85.00%
Accounts Payable | Supplier Concentration Risk | Two Vendors                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage               10.00%
Accounts Payable | Supplier Concentration Risk | No Vendors                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage         10.00%      
Purchases | Supplier Concentration Risk | One Vendor                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage         10.00%      
Purchases | Supplier Concentration Risk | No Vendors                
Significant Accounting Policies [Line Items]                
Concentration risk, percentage           10.00%    
v3.25.2
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Disaggregation Of Revenue [Line Items]        
Total revenues $ 23,264 $ 29,246 $ 50,775 $ 61,358
Subscription        
Disaggregation Of Revenue [Line Items]        
Total revenues 21,380 27,151 46,612 56,777
Advisory        
Disaggregation Of Revenue [Line Items]        
Total revenues 313 965 1,376 2,222
Advertising        
Disaggregation Of Revenue [Line Items]        
Total revenues 500 308 955 822
Books        
Disaggregation Of Revenue [Line Items]        
Total revenues 4 33 6 181
Other Revenue        
Disaggregation Of Revenue [Line Items]        
Total revenues $ 1,067 $ 789 $ 1,826 $ 1,356
v3.25.2
Revenues - Revenue by Geographic Locations (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Disaggregation Of Revenue [Line Items]        
Total revenues $ 23,264 $ 29,246 $ 50,775 $ 61,358
North America        
Disaggregation Of Revenue [Line Items]        
Total revenues 21,699 23,064 43,609 49,061
Europe        
Disaggregation Of Revenue [Line Items]        
Total revenues 1,255 5,382 6,552 10,651
Australia        
Disaggregation Of Revenue [Line Items]        
Total revenues $ 310 319 $ 614 622
Asia        
Disaggregation Of Revenue [Line Items]        
Total revenues   $ 481   $ 1,024
v3.25.2
Revenues - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Dec. 31, 2023
Disaggregation Of Revenue [Line Items]            
Contract assets $ 769,000   $ 769,000   $ 1,240,000 $ 1,183,000
Capitalized cost 1,124,000 $ 1,476,000 1,124,000 $ 1,476,000    
Impairments of costs capitalized to obtain revenue contracts 0 0 0 0    
Revenue remaining performance obligation 75,159,000   75,159,000      
Sales and Marketing Expense            
Disaggregation Of Revenue [Line Items]            
Capitalized cost, amortization $ 804,000 $ 876,000 $ 1,688,000 $ 1,885,000    
Geographic Concentration Risk | Revenue | Revenue            
Disaggregation Of Revenue [Line Items]            
Concentration risk, percentage 5.00% 5.00% 5.00% 5.00%    
Geographic Concentration Risk | Revenue | United Kingdom            
Disaggregation Of Revenue [Line Items]            
Concentration risk, percentage 0.00% 14.00% 8.00% 13.00%    
v3.25.2
Revenues - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Contract with Customer, Liability [Abstract]    
Beginning balance $ 35,475 $ 44,405
Sale of Board.org   (9,117)
Sale of Dragonfly and Oxford Analytica (7,342)  
Revenue recognized in the current period from amounts in the prior balance (25,871) (29,664)
New deferrals, net of amounts recognized in the current period 30,453 38,632
Effects of foreign currency 468 (126)
Ending balance $ 33,183 $ 44,130
v3.25.2
Revenues - Additional Information (Details1)
Jun. 30, 2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 6 months
Revenue, remaining performance obligation, expected timing of satisfaction, year 2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2027
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2028
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2029
v3.25.2
Acquisitions and Dispositions - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2025
Oct. 31, 2024
Mar. 11, 2024
Jun. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Mar. 17, 2025
Sep. 30, 2024
Jun. 06, 2024
Business Acquisition [Line Items]                  
Pre-tax gain on disposal       $ (319) $ 15,424 $ 71,599      
Board.Org                  
Business Acquisition [Line Items]                  
Prepayment and exit fees     $ 7,068            
Net proceeds from sale of business     18,137            
Current tax liability for federal and state income tax     1,571            
Non-cash deferred tax charge     300            
Board.Org | Term Loans                  
Business Acquisition [Line Items]                  
Prepayments of debt     65,700            
Exec Connect Intermediate LLC | Board.Org | Purchase Agreement                  
Business Acquisition [Line Items]                  
Cash received     90,905            
Escrow deposit     785       $ 285 $ 285  
Escrow deposit received                 $ 500
Cash acquired by the buyer     21            
Earn-out payment received     8,000            
Pre-tax gain on disposal     71,599            
Estimated post-closing purchase price adjustment     $ 50            
Aicel Technologies                  
Business Acquisition [Line Items]                  
Pre-tax gain on disposal   $ 480              
Acquisition consideration   9,650              
Accrued paid in kind interest   1,150              
Proceeds from Business Combination, net of transaction costs   5,000              
Cash consideration   $ 8,500              
Factiva Ltd.                  
Business Acquisition [Line Items]                  
Prepayment and exit fees $ 1,793                
Net proceeds from sale of business 11,071                
Current tax liability for federal and state income tax 281                
Factiva Ltd. | Term Loans                  
Business Acquisition [Line Items]                  
Prepayments of debt 27,136                
Factiva Ltd. | Equity Purchase Agreement                  
Business Acquisition [Line Items]                  
Consideration received on sale of equity 40,000                
Escrow deposit 400                
Cash acquired by the buyer 813                
Pre-tax gain on disposal $ 15,424                
v3.25.2
Leases - Summary of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Lease, Cost [Abstract]        
Operating lease cost $ 1,036 $ 1,206 $ 2,111 $ 2,444
Variable lease cost 58 56 114 150
Short-term lease cost 5 53 45 90
Total lease costs 1,099 1,315 2,270 2,684
Sublease income $ (27) $ (25) $ (54) $ (51)
v3.25.2
Leases - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Lessee Lease Description [Line Items]        
Cash payment on operating lease liabilties $ 1,318 $ 1,481 $ 2,682 $ 2,980
Minimum        
Lessee Lease Description [Line Items]        
Non-cancellable base terms 1 year   1 year  
Maximum        
Lessee Lease Description [Line Items]        
Non-cancellable base terms 6 years   6 years  
v3.25.2
Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 129,471 $ 149,629
Intangible assets, Accumulated Amortization (71,775) (78,747)
Intangible assets, Net Carrying Amount 57,696 70,882
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount 67,352 76,584
Intangible assets, Accumulated Amortization (33,945) (34,867)
Intangible assets, Net Carrying Amount $ 33,407 41,717
Weighted Average Remaining Useful Life (Years) 7 years 4 months 24 days  
Developed Technology    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 22,186 29,015
Intangible assets, Accumulated Amortization (18,573) (23,662)
Intangible assets, Net Carrying Amount $ 3,613 5,353
Weighted Average Remaining Useful Life (Years) 6 years  
Database    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 29,145 29,135
Intangible assets, Accumulated Amortization (14,033) (12,988)
Intangible assets, Net Carrying Amount $ 15,112 16,147
Weighted Average Remaining Useful Life (Years) 7 years 4 months 24 days  
Tradename    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 9,325 10,808
Intangible assets, Accumulated Amortization (4,771) (5,100)
Intangible assets, Net Carrying Amount $ 4,554 5,708
Weighted Average Remaining Useful Life (Years) 7 years 1 month 6 days  
Expert Network    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount   2,654
Intangible assets, Accumulated Amortization   (1,715)
Intangible assets, Net Carrying Amount   939
Patents    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 871 841
Intangible assets, Accumulated Amortization (241) (232)
Intangible assets, Net Carrying Amount $ 630 609
Weighted Average Remaining Useful Life (Years) 17 years 1 month 6 days  
Content Library    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 592 592
Intangible assets, Accumulated Amortization (212) (183)
Intangible assets, Net Carrying Amount $ 380 $ 409
Weighted Average Remaining Useful Life (Years) 6 years 4 months 24 days  
v3.25.2
Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Intangible Assets Disclosure [Line Items]        
Amortization of intangible assets [1] $ 1,934 $ 2,420 $ 4,265 $ 5,105
Interest capitalized on capitalized software development costs     85 273
Amortization of capitalized software development costs 1,619 1,744 4,945 3,407
Intangible Assets Excluding Developed Technology        
Intangible Assets Disclosure [Line Items]        
Amortization of intangible assets 1,934 2,420 4,265 5,105
Developed Technology        
Intangible Assets Disclosure [Line Items]        
Amortization of intangible assets $ 160 $ 763 $ 366 $ 1,528
[1] Amounts include stock-based compensation expenses, as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues, including amortization

 

$

45

 

 

$

107

 

 

$

60

 

 

$

208

 

Research and development

 

 

258

 

 

 

374

 

 

 

584

 

 

 

684

 

Sales and marketing

 

 

366

 

 

 

270

 

 

 

451

 

 

 

696

 

Editorial

 

 

150

 

 

 

165

 

 

 

216

 

 

 

265

 

General and administrative

 

 

3,145

 

 

 

2,613

 

 

 

6,028

 

 

 

7,851

 

 
v3.25.2
Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2025 (remainder) $ 4,194  
2026 8,329  
2027 8,324  
2028 8,031  
2029 7,722  
Thereafter 21,096  
Intangible assets, Net Carrying Amount $ 57,696 $ 70,882
v3.25.2
Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Capitalized Computer Software, Net [Abstract]    
Capitalized software development costs, Gross Carrying Amount $ 34,811 $ 34,946
Capitalized software development costs, Accumulated Amortization (22,463) (19,847)
Capitalized software development costs, Net Carrying Amount $ 12,348 $ 15,099
v3.25.2
Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Goodwill [Roll Forward]  
Balance at December 31, 2024 $ 159,061
Sale of Dragonfly and Oxford Analytica (20,236)
Impact of foreign currency fluctuations 951
Balance at June 30, 2025 $ 139,776
v3.25.2
Goodwill - Additional Information (Details)
Jan. 01, 2025
USD ($)
Goodwill [Line Items]  
Impairment of goodwill $ 0
v3.25.2
Debt - Summary of Carrying Value of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Total gross debt $ 119,856 $ 150,299
Debt issuance costs (3,108) (3,222)
Total 116,748 147,077
Less: Current maturities 0 (36)
Total 116,748 147,041
Prior Senior Term Loan    
Debt Instrument [Line Items]    
Total gross debt 61,837 88,595
GPO Convertible Note    
Debt Instrument [Line Items]    
Total gross debt 36,446 36,524
Amended Legacy Notes    
Debt Instrument [Line Items]    
Total gross debt 6,525 16,165
Dragonfly Seller Convertible Notes    
Debt Instrument [Line Items]    
Total gross debt 9,839 8,979
Era Convertible Note    
Debt Instrument [Line Items]    
Total gross debt $ 5,209  
PPP Loan    
Debt Instrument [Line Items]    
Total gross debt   $ 36
v3.25.2
Debt - Prior Senior Term Loan - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Aug. 12, 2025
Jul. 01, 2025
May 02, 2025
Mar. 31, 2025
Oct. 31, 2024
Mar. 11, 2024
Aug. 03, 2023
Aug. 02, 2023
Mar. 17, 2023
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Debt Instrument [Line Items]                              
Paid-in-kind interest                         $ 3,739 $ 3,964  
Debt issuance costs                   $ 3,108     3,108   $ 3,222
Proceeds from issuance of debt                           801  
Earlier of Prepayment or July 29, 2023                              
Debt Instrument [Line Items]                              
Debt issuance costs             $ 1,734                
Earlier of Prepayment or July 29, 2024                              
Debt Instrument [Line Items]                              
Debt issuance costs             2,034                
Senior Term Loan Amendment                              
Debt Instrument [Line Items]                              
Maturity date                 Jul. 15, 2027            
Exericse price per share                 $ 0.01            
Principal amount approved                 $ 6,000            
Senior Term Loan Amendment | Class A Common Stock                              
Debt Instrument [Line Items]                              
Purchase of common stock                 80,000            
Senior Term Loan Amendment No 3                              
Debt Instrument [Line Items]                              
Prepayment fee             $ 8,970 $ 7,410              
Senior Term Loan | Subsequent Event | Timebase                              
Debt Instrument [Line Items]                              
Repayments of debt   $ 3,200                          
Prior Senior Term Loan                              
Debt Instrument [Line Items]                              
Principal amount                   150,000     150,000    
Uncommitted incremental loan facility                   100,000     $ 100,000    
Percentage of monthly interest in cash                         9.00%    
Interest payable in kind                         1.00%    
Maturity date           Jul. 15, 2027             Jul. 29, 2027    
Annual interest rate term                         The annual interest of the Prior Senior Term Loan consists of two components: (a) a cash interest component of the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly.    
Prime rate percentage                         7.50%    
Cash interest                         $ 4,731 8,084  
Paid-in-kind interest                         378 599  
Minimum liquidity covenant           $ 22,500                  
Prepayment fee                     $ 271   4,969    
Deferred fees outstanding       $ 3,448             $ 3,448        
Pay down amount         $ 5,000 65,700                  
Payment of related prepayment         50 1,314                  
Payment of exit fees         $ 281 $ 5,754                  
Amortization                   889   $ 166 1,638 $ 812  
Unamortized debt discount                   $ 3,081     $ 3,081    
Prior Senior Term Loan | Timebase                              
Debt Instrument [Line Items]                              
Repayments of debt     $ 3,175                        
Prior Senior Term Loan | Prior to July 30, 2024                              
Debt Instrument [Line Items]                              
Prepayment fee                   1.00%     1.00%    
Prior Senior Term Loan | On or After July 30, 2025                              
Debt Instrument [Line Items]                              
Prepayment fee                   0.00%     0.00%    
Prior Senior Term Loan | Earlier of Prepayment or July 29, 2024                              
Debt Instrument [Line Items]                              
Debt issuance costs                   $ 2,034     $ 2,034    
Prior Senior Term Loan | Prime Rate                              
Debt Instrument [Line Items]                              
Debt instrument, interest rate                         5.00%    
Prior Senior Term Loan | Subsequent Event                              
Debt Instrument [Line Items]                              
Amount of outstanding obligations $ 62,700                            
Prior Senior Term Loan | Oxford Analytica and Dragonfly                              
Debt Instrument [Line Items]                              
Pay down amount       27,136                      
Payment of related prepayment and exit fees       $ 1,793                      
v3.25.2
Debt - GPO Convertible Note - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Aug. 12, 2025
Aug. 05, 2025
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Sep. 30, 2024
Dec. 31, 2022
Dec. 31, 2024
Jun. 30, 2023
Debt Instrument [Line Items]                    
Repayment of long term debt         $ 27,172 $ 65,754        
Proceeds from issuance of debt           801        
GPO Convertible Note                    
Debt Instrument [Line Items]                    
Convertible note, acquisition fair value                   $ 36,583
Non-cash loss contingency           3,474   $ 11,700    
Unrealized change in fair value           4,443        
Carrying value of convertible notes     $ 36,446   36,446       $ 36,524  
Non-cash gain (loss) of convertible note     (742) $ 937 78 1,117        
Interest expense     956 $ 938 1,902 $ 1,859        
GPO Convertible Note | Subsequent Event                    
Debt Instrument [Line Items]                    
Amount of outstanding obligations $ 30,000                  
Repayment of long term debt 27,000                  
GPO Convertible Note | Convertible Promissory Note                    
Debt Instrument [Line Items]                    
Debt instrument amount     $ 46,794   $ 46,794          
Annual effective interest rate     7.50%   7.50%          
Maturity date         Jul. 03, 2028          
GPO Convertible Note | Class A Common Stock | Convertible Promissory Note                    
Debt Instrument [Line Items]                    
Shares returned on legal settlement         5,881,723          
Conversion price     $ 7.12   $ 7.12          
Shares issued             4,152,716      
New GPO Convertible Note | Subsequent Event                    
Debt Instrument [Line Items]                    
Debt instrument amount $ 20,400                  
Conversion price   $ 6.91                
Debt instrument, maturity date Nov. 11, 2029 Nov. 13, 2029                
Proceeds from issuance of debt $ 20,400                  
v3.25.2
Debt - Convertible Notes - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 12, 2025
Jul. 30, 2025
Mar. 25, 2025
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Mar. 20, 2025
Mar. 17, 2025
Dec. 31, 2024
Debt Instrument [Line Items]                    
Interest expense, net       $ 4,338 $ 5,320 $ 9,465 $ 12,682      
Loss on debt extinguishment           1,784        
Convertible Notes                    
Debt Instrument [Line Items]                    
Principal and accrued PIK balance       5,769   5,769        
Convertible note                 $ 5,500  
Loss on debt extinguishment           1,784        
Carrying value of convertible notes       9,839   9,839       $ 8,979
Interest expense         206 $ 202 411      
Convertible Notes | Third Era Convertible Note [Member]                    
Debt Instrument [Line Items]                    
Convertible note               $ 269    
Original Maturity Date           Mar. 17, 2028        
Carrying value of convertible notes       5,209   $ 5,209        
Non-current liability       1,194   1,194        
Non-cash gain (loss) of convertible note       295   481        
Legacy Notes                    
Debt Instrument [Line Items]                    
Principal and accrued PIK balance     $ 10,961              
Interest rate payable in kind     15.00%              
Original Maturity Date     Jul. 31, 2025              
Converted notes, amount       $ 4,812            
Conversion of common shares       7,193,145            
Non-current liability       $ 700   700        
Non-cash gain (loss) of convertible note       669   669        
Interest expense       $ 454 $ 395 $ 902 $ 788      
Maturity description     The Maturity Date of the Legacy Notes was July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes may be accelerated upon certain events of default, as defined with the Legacy Notes.              
Amended Legacy Notes                    
Debt Instrument [Line Items]                    
Maturity description           On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the original maturity date to August 15, 2025.        
Amended Legacy Notes | Subsequent Event                    
Debt Instrument [Line Items]                    
Original Maturity Date   Aug. 15, 2025                
Amount of outstanding obligations $ 3,600                  
v3.25.2
Debt - Dragonfly Seller Convertible Notes - Additional Information (Details)
$ / shares in Units, £ in Thousands, $ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Jan. 10, 2025
USD ($)
$ / shares
Jan. 10, 2025
GBP (£)
Jan. 01, 2025
shares
Jan. 31, 2025
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
GBP (£)
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]                    
Debt conversion converted instrument amount             $ 1,902 $ 9,967    
Paid-in-kind interest             3,739 3,964    
Dragonfly Eye Limited                    
Debt Instrument [Line Items]                    
Convertible note, acquisition fair value $ 67                  
Non-cash gain (loss) of convertible note       $ 635            
Convertible Notes                    
Debt Instrument [Line Items]                    
Interest expense           $ 206 202 411    
Carrying value of convertible notes         $ 9,839   9,839     $ 8,979
Convertible Notes | Dragonfly Eye Limited                    
Debt Instrument [Line Items]                    
Principal amount         $ 11,050   $ 11,050   £ 8,929  
Paid-in-kind interest rate             8.00%      
Maturity date             Jan. 27, 2028      
Debt conversion converted instrument amount $ 702 £ 547                
Convertible notes exchanged for common stock | shares     67,357              
Conversion price | $ / shares $ 10       $ 10   $ 10      
Unrealized change in fair value               1,264    
Interest expense         $ 277 247 $ 528 488    
Non-cash gain (loss) of convertible note         $ (91) $ 357 $ (63) $ 404    
v3.25.2
Debt - Era Convertible Notes - Additional Information (Details) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended
Dec. 27, 2024
Nov. 12, 2024
Jun. 12, 2024
Apr. 11, 2024
Dec. 08, 2023
Jan. 31, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Mar. 20, 2025
Mar. 17, 2025
Jan. 05, 2024
Dec. 31, 2023
Common Class A [Member]                                
Debt Instrument [Line Items]                                
Par value             $ 0.0001   $ 0.0001   $ 0.0001          
Common Stock [Member]                                
Debt Instrument [Line Items]                                
Common stock issued for brokerage fees               300,000                
Era Convertible Note                                
Debt Instrument [Line Items]                                
Carrying value of convertible notes       $ 1,599,000                        
Convertible notes exchanged for common stock         3,150                      
Era Convertible Note | Common Stock [Member]                                
Debt Instrument [Line Items]                                
Shares issued     3,848,831 3,003,268                        
Second Era Convertible Note | Common Stock [Member]                                
Debt Instrument [Line Items]                                
Shares returned on legal settlement           1,071,458                    
Shares issued 5,377,272 2,549,129                            
Remaining balance of loan             $ 0   $ 0   $ 0          
Second Era Convertible Note | Northland Securities, Inc.                                
Debt Instrument [Line Items]                                
Common stock issued for brokerage fees   650,000                            
Third Era Convertible Note [Member] | Common Stock [Member]                                
Debt Instrument [Line Items]                                
Common stock issued for brokerage fees                     2,596,050          
Third Era Convertible Note [Member] | Northland Securities, Inc. | Common Stock [Member]                                
Debt Instrument [Line Items]                                
Common stock issued for brokerage fees                     300,000          
Convertible Notes Payable [Member]                                
Debt Instrument [Line Items]                                
Convertible note                           $ 5,500,000    
Carrying value of convertible notes             9,839,000   8,979,000   $ 9,839,000          
Convertible Notes Payable [Member] | Era Convertible Note                                
Debt Instrument [Line Items]                                
Convertible note         $ 5,500,000                   $ 801,000  
Principal amount             6,301,000       $ 6,301,000          
Maturity date                     Dec. 08, 2027          
Convertible note, acquisition fair value         $ 5,500,000                   $ 801,000  
Carrying value of convertible notes                               $ 5,977,000
Non-cash gain (loss) of convertible note                   $ 1,506,000   $ 3,189,000        
Convertible Notes Payable [Member] | Second Era Convertible Note                                
Debt Instrument [Line Items]                                
Convertible note, acquisition fair value   $ 5,500,000                            
Non-cash gain (loss) of convertible note                 $ 2,973,000              
Convertible Notes Payable [Member] | Third Era Convertible Note [Member]                                
Debt Instrument [Line Items]                                
Convertible note                         $ 269,000      
Principal amount             5,769,000       $ 5,769,000          
Maturity date                     Mar. 17, 2028          
Convertible note, acquisition fair value             4,728,000       $ 4,728,000          
Carrying value of convertible notes             5,209,000       5,209,000          
Non-cash gain (loss) of convertible note             295,000       481,000          
Non-current liability             1,194,000       $ 1,194,000          
Percentage of net cash proceeds to exchange investor to applicable principal amount                     145.00%          
Convertible Notes Payable [Member] | Third Era Convertible Note [Member] | Common Stock [Member]                                
Debt Instrument [Line Items]                                
Convertible note, acquisition fair value             2,719,000       $ 2,719,000          
Convertible Notes Payable [Member] | Third Era Convertible Note [Member] | Northland Securities, Inc.                                
Debt Instrument [Line Items]                                
Convertible note, acquisition fair value             $ 315,000       $ 315,000          
Senior Subordinated Convertible Note | Second Era Convertible Note                                
Debt Instrument [Line Items]                                
Convertible note   $ 5,500,000                            
v3.25.2
Debt - PPP Loan - Additional Information (Details) - USD ($)
Jun. 30, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Long-term debt $ 116,748,000 $ 147,077,000
PPP Loan    
Debt Instrument [Line Items]    
Remaining balance of loan $ 0  
v3.25.2
Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 120,350 $ 151,910
Prior Senior Term Loan    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 62,331 90,679
GPO Convertible Note    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 36,446 36,524
Amended Legacy Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 6,525 15,728
Dragonfly Seller Convertible Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 9,839 8,979
Era Convertible Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 5,209 $ 0
v3.25.2
Debt - Warrants - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Mar. 17, 2023
Class of Warrant or Right [Line Items]      
Warrant liabilities $ 1,522 $ 2,458  
Warrants Associated with Amendment 1      
Class of Warrant or Right [Line Items]      
Warrants outstanding     80,000
Exercise price     $ 0.01
Warrant liabilities $ 43 $ 85  
Old FiscalNote Warrants      
Class of Warrant or Right [Line Items]      
Warrants outstanding 118,700    
Exercise price $ 8.56    
Warrants expiration date Jul. 29, 2025    
v3.25.2
Stockholders' Equity and Temporary Equity - Additional Information (Details) - $ / shares
 6 Months Ended
Mar. 17, 2025
Jun. 30, 2025
Dec. 31, 2024
Class Of Stock [Line Items]      
Shares authorized   1,809,000,000  
Preferred stock, shares authorized   100,000,000  
Preferred stock, par value per share   $ 0.0001  
Preferred stock, shares issued   0  
Preferred stock, shares outstanding   0  
Class A Common Stock      
Class Of Stock [Line Items]      
Common stock, shares authorized   1,700,000,000 1,700,000,000
Par value   $ 0.0001 $ 0.0001
Common stock, shares, issued   155,049,637 142,794,386
Common stock, shares, outstanding   155,049,637 142,794,386
Temporary equity, common stock issued   155,049,637  
Temporary equity, common stock outstanding   155,049,637  
Class A Common Stock | EGT 11 LLC [Member]      
Class Of Stock [Line Items]      
Common stock issued for brokerage fees 2,596,050    
Class B Common Stock      
Class Of Stock [Line Items]      
Common stock, shares authorized   9,000,000 9,000,000
Par value   $ 0.0001  
Common stock, shares, issued   8,290,921 8,290,921
Common stock, shares, outstanding   8,290,921 8,290,921
v3.25.2
Earnout Shares and RSUs - Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
USD ($)
Acquisition
$ / shares
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
Acquisition
$ / shares
shares
Jun. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Share-Based Payment Arrangement, Expense | $ $ 23 $ 41 $ 65 $ 172  
Earnout Awards          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Expiration period     5 years    
Unrecognized compensation expense | $ $ 54   $ 54    
Unrecognized compensation expense recognition period     1 year    
Earnout Awards | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Shares entitled to receive 19,195,100   19,195,100    
Number of tranches | Acquisition 5   5    
Earnout Awards | Share-Based Compensation Award Tranche One | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     3,839,020    
Minimum dollar volume-weighted average share price | $ / shares $ 10.5   $ 10.5    
Earnout Awards | Share-Based Compensation Award Tranche Two | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     3,839,020    
Minimum dollar volume-weighted average share price | $ / shares 12.5   $ 12.5    
Earnout Awards | Share-Based Compensation Award Tranche Three | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     3,839,020    
Minimum dollar volume-weighted average share price | $ / shares 15   $ 15    
Earnout Awards | Share-Based Compensation Award Tranche Four | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     3,839,020    
Minimum dollar volume-weighted average share price | $ / shares 20   $ 20    
Earnout Awards | Share-Based Compensation Award Tranche Five | Common Class A          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     3,839,020    
Minimum dollar volume-weighted average share price | $ / shares $ 25   $ 25    
Earnout Shares          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     0    
Other non-current earn out liability | $ $ 68   $ 68   $ 68
Earnout RSUs          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of shares issued     0    
v3.25.2
Warrant Liabilities - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended
Jul. 29, 2022
Jun. 30, 2025
Private Placement Warrants    
Class Of Warrant Or Right [Line Items]    
Warrant to purchase of common stock shares issued 7,000,000  
Warrants outstanding   7,000,000
Warrants exercised   0
Exercise price   $ 0.09
Warrant liability fair value   $ 1,522
New Fiscal Note    
Class Of Warrant Or Right [Line Items]    
Exercise price $ 1.571428  
New Fiscal Note | Common Class A | Maximum    
Class Of Warrant Or Right [Line Items]    
Warrants outstanding 24,750,000  
Public Warrants    
Class Of Warrant Or Right [Line Items]    
Warrant to purchase of common stock shares issued 8,750,000  
Warrants outstanding   8,358,964
Warrants exercised   0
Shares registered holders acquire from class A common stock   1.571428
Warrants expiration date   Jul. 29, 2027
Public Warrants | Class A Common Stock Equals or Exceeds $11.45 per Share    
Class Of Warrant Or Right [Line Items]    
Class of warrants, redemption price per unit $ 0.01  
Class of warrants, redemption notice period 30 days  
Stock price $ 11.45  
Number of consecutive trading days for determining share price 20 days  
Number of trading days for determining share price 30 days  
Public Warrants | Class A Common Stock Equals or Exceeds $6.36 per Share    
Class Of Warrant Or Right [Line Items]    
Class of warrants, redemption price per unit $ 0.1  
Class of warrants, redemption notice period 30 days  
Stock price $ 6.36  
Number of consecutive trading days for determining share price 10 days  
Warrants exercisable redemption feature   In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment).
Maximum exercisable per share under redemption feature $ 0.567  
Public Warrants | Common Class A    
Class Of Warrant Or Right [Line Items]    
Exercise price $ 7.32  
Old FiscalNote Warrants    
Class Of Warrant Or Right [Line Items]    
Warrants outstanding   118,700
Exercise price   $ 8.56
Warrants expiration date   Jul. 29, 2025
v3.25.2
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Jan. 01, 2024
Jan. 01, 2023
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Sep. 30, 2024
Jul. 27, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock-based compensation           $ 7,339 $ 9,704      
2022 Long-Term Incentive Plan                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock-based compensation       $ 3,864 $ 3,463 $ 7,118 9,239      
Increase in share reserve 4,000,000 11,139,719 3,650,394     13,523,734   13,523,734    
Percentage of shares issued from outstanding number of shares           5.00%   5.00%    
Stock based compensation benefit acquisition earnouts         69          
Stock based compensation expense related to acquisition earnouts             100      
2022 Long-Term Incentive Plan | Common Class A                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Common stock, shares reserved for issuance       5,957,860   5,957,860       20,285,600
2022 Long-Term Incentive Plan | Restricted Stock Units                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock issued           5,237,810        
Stock remaining outstanding       11,509,775   11,509,775        
2022 Long-Term Incentive Plan | Performance Based Restricted Stock Units                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock remaining outstanding       2,724,507   2,724,507        
2022 Long-Term Incentive Plan | Employee Stock Option                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock options outstanding       9,853,080   9,853,080        
Prior 2022 Long-Term Incentive Plan                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Percentage of shares issued from outstanding number of shares           3.00%        
2022 Employee Stock Purchase Plan                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Number of shares issued           162,402        
Stock-based compensation       $ 43 $ 94 $ 87 $ 193      
Increase in share reserve   1,510,853 1,299,707     3,267,760        
Percentage of shares issued from outstanding number of shares           1.00%        
Common stock fair market value           85.00%        
2022 Employee Stock Purchase Plan | Maximum                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Employee payroll deductions           15.00%        
2022 Employee Stock Purchase Plan | Common Class A                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Common stock, shares reserved for issuance       8,256,500   8,256,500        
2024 Inducement Plan Grants                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock-based compensation       $ 35   $ 69        
2024 Inducement Plan Grants | Common Class A                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Common stock, shares reserved for issuance                 500,000  
2024 Inducement Plan Grants | Restricted Stock Units                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock issued               300,000    
Stock remaining outstanding       275,000   275,000        
2024 Inducement Plan Grants | Employee Stock Option                    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                    
Stock options issued               200,000    
Stock options outstanding       200,000   200,000        
v3.25.2
Transaction (Gains) Costs, net - Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Transaction Costs Gains [Line Items]    
Change in contingent consideration liabilities $ 0 $ (4)
Total transaction (gains) costs, net [1]   $ (4)
[1] Amounts include stock-based compensation expenses, as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues, including amortization

 

$

45

 

 

$

107

 

 

$

60

 

 

$

208

 

Research and development

 

 

258

 

 

 

374

 

 

 

584

 

 

 

684

 

Sales and marketing

 

 

366

 

 

 

270

 

 

 

451

 

 

 

696

 

Editorial

 

 

150

 

 

 

165

 

 

 

216

 

 

 

265

 

General and administrative

 

 

3,145

 

 

 

2,613

 

 

 

6,028

 

 

 

7,851

 

 
v3.25.2
Earnings (Loss) Per Share - Additional Information (Details)
 6 Months Ended
Jun. 30, 2025
Common Class A  
Earnings Per Share Basic [Line Items]  
Common stock, number of vote per share one vote
Common Class B  
Earnings Per Share Basic [Line Items]  
Common stock, number of vote per share twenty-five votes
v3.25.2
Earnings (Loss) Per Share - Components of Basic and Diluted Earnings (Loss) Per Shares (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Numerator:        
Net (loss) income used to compute basic EPS $ (13,271) $ (12,764) $ (17,521) $ 37,835
Net (loss) income used to compute diluted EPS $ (13,271) $ (12,764) $ (17,521) $ 37,835
Denominator:        
Weighted average common stock outstanding, basic 160,000,492 134,407,109 155,668,949 132,763,763
Weighted average common stock outstanding, diluted 160,000,492 134,407,109 155,668,949 132,763,763
Earnings Per Share, basic $ (0.08) $ (0.09) $ (0.11) $ 0.28
Earnings Per Share, diluted $ (0.08) $ (0.09) $ (0.11) $ 0.28
v3.25.2
Earnings (Loss) Per Share - Summary of Anti Dilutive Securities Excluded from Calculations of Diluted Per Share (Details) - shares
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 63,546,324 38,838,116 63,546,324 38,838,116
Anti-dilutive Earnout Awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 19,195,100 19,195,100 19,195,100 19,195,100
Employee Stock Option        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 33,181 136,640 33,181 136,640
Anti-dilutive Convertible Notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 11,866,893 2,472,079 11,866,893 2,472,079
Anti-dilutive Contingently Issuable Shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 0 66,220 0 66,220
Anti-dilutive Restricted Stock Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 14,234,282 9,063,860 14,234,282 9,063,860
Anti-dilutive Era Convertible Notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 9,777,469 0 9,777,469 0
Anti-dilutive GPO Convertible Note        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 7,083,469 6,619,438 7,083,469 6,619,438
Anti-dilutive Dragonfly Seller Convertible Notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 1,355,930 1,178,005 1,355,930 1,178,005
Anti-dilutive Aicel Convertible Notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total anti-dilutive securities excluded from diluted loss per share 0 106,774 0 106,774
v3.25.2
Provision (Benefit) from Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Tax Disclosure [Line Items]        
Provision (benefit) from income taxes $ (795) $ 324 $ (834) $ 1,750
Pretax loss $ (14,066) $ (12,440) $ (18,355) $ 39,585
Effective tax rates (as a percent) (5.65%) 2.60% (4.54%) (4.42%)
U.S. statutory rate     21.00% 21.00%
Discrete tax benefit effect of change in tax accounting method $ (689)      
Uncertain tax position totaling     $ 832 $ 639
Dragonfly and Oxford Analytica        
Income Tax Disclosure [Line Items]        
Discrete tax charge for impact of sale     $ 281  
Board.Org        
Income Tax Disclosure [Line Items]        
Discrete tax charge for impact of sale       $ 2,578
v3.25.2
Fair Value Measurements and Disclosures - Schedule of Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets $ 4,508  
Fair Value, Recurring Basis | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 828 $ 1,338
Fair Value, Recurring Basis | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 694 1,120
Fair Value, Recurring Basis | GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 36,446 36,524
Fair Value, Recurring Basis | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 9,839 8,979
Fair Value, Recurring Basis | Era Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 5,209  
Fair Value, Recurring Basis | Guaranteed Return Liability and Financial Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 1,895  
Fair Value, Recurring Basis | Level 1 | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 828 1,338
Fair Value, Recurring Basis | Level 1 | Guaranteed Return Liability and Financial Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 1,895  
Fair Value, Recurring Basis | Level 2 | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 694 1,120
Fair Value, Recurring Basis | Level 3 | GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 36,446 36,524
Fair Value, Recurring Basis | Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 9,839 8,979
Fair Value, Recurring Basis | Level 3 | Era Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 5,209  
Fair Value, Recurring Basis | Cash Equivalents    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 6,418 4,836
Fair Value, Recurring Basis | Cash Equivalents | Level 1    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 6,418 4,836
Fair Value, Recurring Basis | Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 4,508 5,796
Fair Value, Recurring Basis | Short-term Investments | Level 2    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets $ 4,508 $ 5,796
v3.25.2
Fair Value Measurements and Disclosures - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Business Combination, Contingent Consideration, Change in Contingent Consideration, Liability, Increase (Decrease) $ 0 $ (4)
Paid in kind interest 3,739 $ 3,964
Level 3 | GPO Convertible Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 36,524  
Change in fair value included in the determination of net (income) loss $ (78)  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Paid in kind interest $ 1,902  
Note and interest conversion (1,902)  
Ending balance 36,446  
Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 8,979  
Change in fair value included in the determination of net (income) loss $ 63  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Paid in kind interest $ 528  
Note and interest conversion (702)  
Foreign exchange 971  
Ending balance 9,839  
Level 3 | Era Convertible Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Fair value at issuance date 4,728  
Change in fair value included in the determination of net (income) loss $ 481  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Ending balance $ 5,209  
v3.25.2
Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Mar. 17, 2025
Dec. 31, 2024
Jan. 27, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Maturity period for cash equivalents     three months or less        
Earned cash contingent compensation other transfer of assets and liabilities between levels     $ 0 $ 0      
Short-term Investments              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note $ (19,000) $ (30,000) (71,000) (79,000)      
Estimated fair value of short-term investments 4,508,000   4,508,000        
Dragonfly Seller Convertible Notes              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Business combination, liability recognized             $ 8,635,000
Estimated fair value of convertible note 9,839,000   9,839,000     $ 8,979,000  
Non-cash gain (loss) of convertible note (35,000) 357,000 (63,000) 404,000      
Unrealized change in fair value       1,264,000      
GPO Convertible Note              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note (742,000) 937,000 78,000 1,117,000      
Unrealized change in fair value       4,443,000      
Estimated fair value 36,583,000   36,583,000        
Carrying value of convertible notes 36,446,000   36,446,000     36,524,000  
Era Third Convertible Note              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note (295,000)   (481,000)        
Principal amount 5,769,000   5,769,000        
Carrying value of convertible notes 5,209,000   5,209,000   $ 4,728,000    
Legacy Notes              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note 669,000   669,000        
Converted notes, amount $ 4,812,000            
Conversion of common shares 7,193,145            
Non-current liability $ 700,000   700,000        
Public Warrants              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Estimated fair value of warrants 828,000   828,000     1,338,000  
Non-cash gain (loss) in fair value of financial instruments 593,000 585,000 509,000 1,086,000      
Private Placement Warrants              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Estimated fair value of warrants 694,000   694,000     $ 1,120,000  
Non-cash gain (loss) in fair value of financial instruments $ 497,000 $ 490,000 $ 427,000 $ 910,000      
v3.25.2
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Convertible Notes) (Details)
Jun. 30, 2025
USD ($)
yr
Mar. 17, 2025
USD ($)
Dec. 31, 2024
yr
USD ($)
Common Stock Share Price | Dragonfly Seller Convertible Notes      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 0.54   1.07
Common Stock Share Price | GPO Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 0.54   1.07
Common Stock Share Price | Era Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 0.54 1.05  
Risk Free Rate | Dragonfly Seller Convertible Notes      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 3.7   4.3
Risk Free Rate | GPO Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 3.7   4.3
Risk Free Rate | Era Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 3.8 3.9  
Yield | Dragonfly Seller Convertible Notes      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 21   19.5
Yield | GPO Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 19.5   18
Yield | Era Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 23 23  
Expected Volatility | Dragonfly Seller Convertible Notes      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 50   50
Expected Volatility | GPO Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 50   50
Expected Volatility | Era Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 97 94  
Expected term (Years) | Dragonfly Seller Convertible Notes      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input | yr 2.6   3.1
Expected term (Years) | GPO Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 3   3.5
Expected term (Years) | Era Convertible Note      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Convertible notes measurement input 2.7 3  
v3.25.2
Subsequent Events - Additional Information (Details)
 6 Months Ended
Aug. 12, 2025
USD ($)
Aug. 05, 2025
USD ($)
$ / shares
Jul. 30, 2025
Jul. 01, 2025
USD ($)
Mar. 25, 2025
Oct. 31, 2024
USD ($)
Jun. 30, 2025
USD ($)
TradingDay
$ / shares
Jun. 30, 2024
USD ($)
Subsequent Event [Line Items]                
Proceeds from issuance of debt               $ 801,000
Repayment of long term debt             $ 27,172,000 $ 65,754,000
Amended Legacy Notes                
Subsequent Event [Line Items]                
Maturity description             On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the original maturity date to August 15, 2025.  
Legacy Notes                
Subsequent Event [Line Items]                
Maturity description         The Maturity Date of the Legacy Notes was July 31, 2025 (the “Original Maturity Date”), however, the Amendment extends the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date"). The repayment of the Legacy Notes may be accelerated upon certain events of default, as defined with the Legacy Notes.      
Maturity date         Jul. 31, 2025      
2025 Senior Term Loan                
Subsequent Event [Line Items]                
Debt Instrument, Description of Variable Rate Basis             Obligations under the 2025 Senior Term Loan bear interest at variable rates, set at the Company’s option, based on a reference rate plus 7%, or the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) plus 8%. Interest is payable in cash monthly in arrears.  
Debt instrument, payment description             The 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $468,750 with respect to each payment due on September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026 and (ii) $937,500 with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan in August 2029 or such earlier time as it may become payable.  
Convertible Debentures                
Subsequent Event [Line Items]                
Aggregate principal amount             $ 12,300,000  
Annual effective interest rate             5.00%  
Lowest daily volume weighted average trading price             94.00%  
Average daily VWAPs             20.00%  
Trading days | TradingDay             5  
Consecutive trading days | TradingDay             7  
Debt instrument, maturity date             Feb. 12, 2027  
Conversion price | $ / shares             $ 0.25  
Interest rate in event of default             18.00%  
Ten Trading Days | Convertible Debentures                
Subsequent Event [Line Items]                
Consecutive trading days | TradingDay             10  
Era Convertible Note | Convertible Notes                
Subsequent Event [Line Items]                
Maturity date             Dec. 08, 2027  
Lenders agreed advance amount             $ 6,301,000  
Third Era Convertible Note [Member] | Convertible Notes                
Subsequent Event [Line Items]                
Maturity date             Mar. 17, 2028  
Lenders agreed advance amount             $ 5,769,000  
Third Era Convertible Note [Member] | Convertible Debentures                
Subsequent Event [Line Items]                
Amount of outstanding obligations             $ 11,100,000  
Aicel Technologies                
Subsequent Event [Line Items]                
Acquisition consideration           $ 9,650,000    
Cash consideration           8,500,000    
Accrued paid in kind interest           1,150,000    
Proceeds from Business Combination, net of transaction costs           $ 5,000,000    
Subsequent Event | Timebase                
Subsequent Event [Line Items]                
Cash received       $ 6,600,000        
Subsequent Event | Senior Term Loan | Timebase                
Subsequent Event [Line Items]                
Repayments of debt       $ 3,200,000        
Subsequent Event | Amended Legacy Notes                
Subsequent Event [Line Items]                
Maturity date     Aug. 15, 2025          
Cash paid $ 3,600,000              
Amount of outstanding obligations 3,600,000              
Subsequent Event | 2025 Senior Term Loan                
Subsequent Event [Line Items]                
Lenders agreed advance amount   $ 75,000,000            
Debt instrument, interest rate   7.00%            
Quarterly installments repayable 468,750,000              
Quarterly installments payment due thereafter 937,500,000              
Debt instrument, date of first required payment   Sep. 30, 2025            
Aggregate principal amount 30,000,000              
Proceeds from issuance of debt 72,900,000              
Debt instrument, maturity date   Aug. 12, 2029            
Subsequent Event | 2025 Senior Term Loan | SOFR                
Subsequent Event [Line Items]                
Debt instrument, interest rate   8.00%            
Subsequent Event | Convertible Debentures                
Subsequent Event [Line Items]                
Aggregate principal amount 21,000,000 $ 33,300,000            
Cash purchase price   $ 30,000,000            
Proceeds from issuance of debt 18,900,000              
Subsequent Event | GPO Convertible Note                
Subsequent Event [Line Items]                
Amount of outstanding obligations 30,000,000              
Repayment of long term debt 27,000,000              
Subsequent Event | 2025 GPO Note                
Subsequent Event [Line Items]                
Debt instrument, date of first required payment   Apr. 01, 2026            
Aggregate principal amount 20,400,000              
Proceeds from issuance of debt $ 20,400,000              
Interest rate   7.50%            
Debt instrument, maturity date Nov. 11, 2029 Nov. 13, 2029            
Conversion price | $ / shares   $ 6.91            
Installment payments   quarterly            
Payments of outstanding principal   $ 2,000,000            
Subsequent Event | Ten Trading Days | 2025 GPO Note                
Subsequent Event [Line Items]                
VWAP of common stock   95.00%            
Subsequent Event | Ninety Calendar Day | 2025 GPO Note                
Subsequent Event [Line Items]                
VWAP of common stock   95.00%