Amendment: SEC Form SCHEDULE 13D/A filed by System1 Inc.
$SST
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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System1, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
87200P109 (CUSIP Number) |
Bryan D. Coy 1701 Village Center Circle, Las Vegas, NV, 89134 702-323-7330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/01/2025 (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. | 87200P109 |
| 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 | ||||||||
| 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
356,797.00 | ||||||||
| 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)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The calculation in this Amendment No. 9 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 8,128,321 shares of Class A common stock outstanding as of October 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025.
SCHEDULE 13D
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| CUSIP No. | 87200P109 |
| 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 | ||||||||
| 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
DELAWARE
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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
356,797.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The calculation in this Amendment No. 9 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 8,128,321 shares of Class A common stock outstanding as of October 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
System1, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4235 Redwood Avenue, Marina Del Rey,
CALIFORNIA
, 90066. | |
Item 1 Comment:
This Amendment No. 9 ("Amendment No. 9") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. ("CHI") and Cannae Holdings, LLC ("CHL") (each individually a "Reporting Person" and collectively, the "Reporting Persons") on February 7, 2022, and amended on April 21, 2022, May 23, 2022, March 14, 2023, November 17, 2023, December 4, 2023, March 15, 2024, March 25, 2025 and November 12, 2025 ("Amendment No. 8" and as amended thereafter from time to time, the "Schedule 13D") and relates to the Class A common stock, par value $0.0001 per share ("Class A common stock"), of System1, Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each defined term used but not defined in this Amendment No. 9 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 December 1, 2025, Cannae Holdings, LLC sold 2,344,482 shares of Class A common stock of the Issuer for $4.2565 per share, or approximately $10.0 million in the aggregate, in a privately negotiated transaction pursuant to a Stock Purchase Agreement dated November 24, 2025. Cannae Holdings, LLC received $5.2 million of the aggregate sales price at closing and a note receivable for the remaining approximately $4.8 million of proceeds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is supplemented as follows:
Information as of November 25, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference.
The responses of the Reporting Persons to rows 7 through 13 and the related "Comments for Type of Reporting Person" of the cover pages to this Amendment No. 9 and are incorporated herein by reference into this Item 5 as of the date of this Amendment No. 9. | |
| (b) | Item 5(b) of the Schedule 13D is supplemented as follows:
Information as of November 25, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference.
The responses of the Reporting Persons to rows 7 through 13 and the related "Comments for Type of Reporting Person" of the cover pages to this Amendment No. 9 and are incorporated herein by reference into this Item 5 as of the date of this Amendment No. 9. | |
| (c) | The Reporting Persons have effected a transaction in Class A common stock during the past 60 days as disclosed in Item 4 of this Amendment No. 9 which is incorporated herein by reference. | |
| (d) | Information as of November 25, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference. | |
| (e) | As of the date of this Amendment No. 9, the Reporting Persons are not the beneficial owners of more than five percent of the Class A common stock 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 percent of the Class A common stock of the Issuer as a result of their withdrawal from 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. 9 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
SCHEDULE A | ||
| 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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