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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Paysafe Ltd. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
G6964L107 (CUSIP Number) |
Michael L. Gravelle 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) |
11/25/2025 (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
William P. Foley II | ||||||||
| 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 | ||||||||
| 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: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,638,101.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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 Form20-F filed with the SEC on November 13, 2025, and reflects the Issuer's reverse stock split announced on December 12, 2022.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 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. 2 ("Amendment No. 2") amends the statement on Schedule 13D originally filed by William P. Foley II (the "Reporting Person") on January 3, 2022, and was amended on November 15, 2022 (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. 2 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. 2 shall have the meaning assigned to such term in the Schedule 13D.
This Amendment No. 2 is being made solely because the Reporting Person may no longer be deemed to be part of a group. See Item 5(e) of this Amendment No. 2. | ||
| 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 page to this Amendment No. 2 is incorporated by reference into this Item 5. Such responses are provided as of the date of this Amendment No. 2. | |
| (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 page to this Amendment No. 2 is incorporated by reference into this Item 5. Such responses are provided as of the date of this Amendment No. 2. | |
| (c) | Not applicable. | |
| (d) | Not applicable. | |
| (e) | As of the date of the filing of this Amendment No. 2, the Reporting Person is not the beneficial owner of more than five percent of the Common Shares of the Issuer. Further, the Reporting Person 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 percent of the Common Shares of the Issuer as a result of the withdrawal by TC LLC II from the Shareholder Agreement in accordance with the terms thereof. | |
| 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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