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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Paysafe Ltd. (Name of Issuer) |
Common Stock, par value $0.012 per share (Title of Class of Securities) |
G6964L107 (CUSIP Number) |
Bryan D. Coy c/o Cannae Holdings, Inc., 1701 Village Center Circle Las Vegas, NV, 89134 (702) 323-7330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6964L107 |
| 1 |
Name of reporting person
Cannae Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount in row 13 was calculated based on 57,462,927 Common Shares outstanding as of September 30, 2025, as disclosed by the Issuer in a Form 20-F filed with the SEC on November 13, 2025.
SCHEDULE 13D
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| CUSIP No. | G6964L107 |
| 1 |
Name of reporting person
Cannae Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amount in row 13 was calculated based on 57,462,927 Common Shares outstanding as of September 30, 2025, as disclosed by the Issuer in a Form 20-F filed with the SEC on November 13, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.012 per share | |
| (b) | Name of Issuer:
Paysafe Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
25 Canada Square, 27th Floor, London,
UNITED KINGDOM
, E14 5LQ. | |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. and Cannae Holdings, LLC (each individually a "Reporting Person" and collectively, the "Reporting Persons") on January 3, 2022 and as amended on November 15, 2022, November 22, 2023, November 29, 2023, January 19, 2024, January 30, 2024, and November 23, 2024 (as amended from time to time, the "Schedule 13D"), and relates to the common shares, par value $0.012 per share (the "Common Shares"), of Paysafe Ltd. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 7 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented as follows:
On November 24, 2025, Cannae Holdings, LLC sold to the Issuer 2,462,237 Common Shares in a privately negotiated transaction for $6.6958 per share, or approximately $16,486,563 in the aggregate. Following the completion of the transaction reported in this Item 4 of Amendment No. 7, the Reporting Persons no longer beneficially own any Common Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Item 5(a) of the Schedule 13D is amended and supplemented as follows:
The responses set forth in rows 7 through 13 and the related "Comments for Type of Reporting Person" on the cover pages to this Amendment No. 7 are incorporated by reference into this Item 5. Such responses are provided as of the date of this Amendment No. 7. | |
| (b) | This Item 5(b) of the Schedule 13D is amended and supplemented as follows:
The responses set forth in rows 7 through 13 and the related "Comments for Type of Reporting Person" on the cover pages to this Amendment No. 7 are incorporated by reference into this Item 5. Such responses are provided as of the date of this Amendment No. 7. | |
| (c) | The Reporting Persons have effected a transaction in Common Shares during the past 60 days as disclosed in Item 4 of this Amendment No. 7, which is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | As of the date of the filing of this Amendment No. 7, the Reporting Persons are not the beneficial owners of more than five percent of the Common Shares of the Issuer. Further, the Reporting Persons may no longer be deemed to be part of a group within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns more than five person of the Common Shares of the Issuer as a result of the withdrawal of Cannae Holdings, LLC as a party to the Shareholder Agreement in accordance with the terms thereof. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is supplemented as follows:
The information required by this Item 6 is set forth in Item 4 of this Amendment No. 7 and is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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