| 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 |
(b)