UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 29, 2017

Cision Ltd.

(Exact Name of Registrant as Specified in Charter)

130 East Randolph St., 7^th Floor

Chicago, IL 60601

(Address of Principal Executive Offices) (Zip Code)

866-639-5087

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On June 29, 2017, Cision Ltd. (“Cision”) and Capitol Acquisition Corp. III (“Capitol”) announced that the previously announced transactions contemplated by the Agreement and Plan of Merger were consummated. In connection with the closing of the merger, the registrant changed its name from Capitol Acquisition Holding Company Ltd. to Cision Ltd.

On July 6, 2017, Cision filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the closing of the Merger and related matters under Items 1.01, 1.02, 2.01, 2.02, 4.01, 5.01, 5.06, 8.01 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the Original Form 8-K to include additional matters related to the closing of the Merger under Items 3.01, 3.02, 3.03, 5.02 and 5.03 of Form 8-K.

Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Form 8-K.

Upon the Closing, Capitol’s common stock, warrants and units ceased trading on the NASDAQ and Cision’s ordinary shares and warrants began trading on the NYSE and NYSE MKT, respectively, under the symbol “CISN” and “CISN WS,” respectively. Immediately prior to the transfer of listing, all of Capitol’s outstanding units separated into their component parts of one share of common stock and one half of one warrant to purchase one share of common stock of Capitol.

Pursuant to the Merger Agreement, at the Closing, Cision Owner received, as consideration for its share capital and CPECs of Cision LuxCo, an aggregate of 82,075,873 ordinary shares of Cision and warrants to purchase 1,969,841 ordinary shares of Cision as described in Item 2.01 above. Cision issued the foregoing ordinary shares and warrants in a transaction not requiring registration under Section 5 of the Securities Act, in reliance on the exemption afforded by Section 4(a)(2) thereof.

On the closing date, Cision filed an Amended and Restated Memorandum and Articles of Association (the “Restated Certificate”) with the Registrar of Companies of the Cayman Islands. The material terms of the Restated Certificate and the general effect upon the rights of holders of Capitol’s capital stock are discussed in the Proxy Statement/Prospectus in the section entitled “The Charter Proposals” beginning on page 92, which is incorporated by reference herein.

A copy of the Restated Certificate was filed as Exhibit 3.1 to the Original Form 8-K and is incorporated herein by reference.

Effective as of the Closing, L. Dyson Dryden, Stephen P. Master, Stuart Yarbrough, Kevin Akeroyd, Mark D. Ein, Mark M. Anderson and Philip Canfield were appointed as directors of Cision to serve until the end of their respective terms and until their successors are elected and qualified. L. Dyson Dryden, Stuart Yarbrough and Mark D. Ein were appointed to serve on Cision’s audit committee with Mr. Yarbrough serving as the audit committee financial expert, pursuant to NYSE’s listing standards. L. Dyson Dryden, Stephen P. Master and Mark M. Anderson were appointed to serve on Cision’s corporate governance and nominating committee. Mark D. Ein, Mark M. Anderson and Philip Canfield were appointed to serve on Cision’s compensation committee.

Kevin Akeroyd was appointed as President and Chief Executive Officer, Jack Pearlstein was appointed as Executive Vice President and Chief Financial Officer, Jason Edelboim was appointed President, Americas, Yujie Chen was appointed President, Asia-Pacific, Sean O’Driscoll was appointed Senior Vice President, Global Insights, Robert Coppola was appointed Chief Information Officer and Chris Lynch was appointed Chief Marketing Officer.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section entitled “The Director Election Proposal – Information about Executive Officer, Directors and Nominees” beginning on page 95 for biographical information about each of the directors and officers following the Transactions, which is incorporated herein by reference.

In addition, at the Annual Meeting, Capitol’s stockholders approved the Cision Ltd. 2017 Omnibus Incentive Plan. A description of the plan is included in the Proxy Statement/Prospectus in the section entitled “The Incentive Compensation Plan Proposal” beginning on page 109, which is incorporated herein by reference.

In connection with the Closing, each of Messrs. Akeroyd and Pearlstein, entered into employment agreements with Cision. The information in Item 1.01 of the Original Form 8-K under the heading “Employment Agreements” is incorporated herein by reference.

Reference is made to the Proxy Statement/Prospectus section entitled “Certain Relationships and Related Person Transactions” beginning on page 163 for a description of certain transactions between Cision and certain of its directors and officers, which is incorporated herein by reference.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

(d)       Exhibits.

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*Previously filed with the registrant’s Current Report on Form 8-K filed on July 6, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2017