FiscalNote Holdings (NOTE) presents a deeply negative liquidation posture as of March 31, 2026. MFFAIS-calculated cash liquidation value is -$165.1M and liquid liquidation value is -$153.1M, both reflecting the structural insolvency inherent in a balance sheet dominated by intangible assets and a complex multi-tranche debt stack that exceeds any realizable asset recovery. The company's asset base is overwhelmingly intangible — the business is a SaaS/data services platform whose value resides in software, customer relationships, and brand, all of which haircut to zero under liquidation assumptions. Cash and restricted cash totaled $26.5M at March 31, 2026, the sole meaningful tangible recovery component. Against this, total principal indebtedness stands at $131.98M (down modestly from $136.19M at December 31, 2025), comprising: 2025 Senior Term Loan $72.2M (first lien, SOFR+9.5%, matures 2029), 2025 GPO Convertible Note $20.4M (subordinated, matures 2029), Convertible Debentures (YA) $25.0M (subordinated, matures Feb/Mar 2027), and Dragonfly Seller Convertible Notes $14.3M (subordinated, matures 2028). All liabilities are carried at face value in liquidation; no haircut applies. Operating lease obligations and other commitments add to the liability stack beyond the debt principal figure. The negative working capital balance (excluding cash and short-term investments) was -$139.0M at March 31, 2026, and accumulated deficit reached -$915.8M. A $35.6M goodwill impairment charge was taken in Q1 2026, recognized in the income statement but confirming the zero-recovery value of goodwill on liquidation. The remaining intangible asset balance (customer relationships, developed technology, trade names from prior acquisitions) similarly yields zero recovery under the lens. A material post-balance-sheet event directly affects recovery analysis: on April 13, 2026, the company's Class A common stock was delisted from NYSE, triggering events of default under the YA Convertible Debentures and the 2025 GPO Convertible Note. Forbearance agreements with both subordinated creditors expire May 21, 2026. If not extended, the cross-default provision in the 2025 Senior Term Loan would trigger on May 22, 2026, at which point the senior lender (MGG Investment Group) could demand immediate repayment of the $72.2M senior term loan. This accelerates the effective maturity of the entire $132M debt stack and eliminates any residual time-value buffer in the recovery analysis. Revenue is declining at -27% YoY (Q1 2026: $20.0M vs. Q1 2025: $27.5M), including an organic decline of -11% and the impact of business disposals (Dragonfly, Oxford Analytica sold March 2025; TimeBase sold July 2025). Operating cash flow remains marginally positive ($3.0M in Q1 2026) but is insufficient to service or retire the debt stack. The filing does not separately XBRL-tag the goodwill impairment, lease liability, or debt component balances in the TAG_CONTEXT provided, so those figures are referenced from the filing narrative only. Material weakness in disclosure controls remains unremediated as of March 31, 2026.
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